Joe Yonadi is a partner in the Tax Strategy & Benefits Practice, where he counsels both for-profit and nonprofit clients on a variety of employee benefit matters, including providing counsel on executive compensation and employee benefit issues in mergers and acquisitions; working with his clients to utilize the IRS and DOL corrections programs for plan document and fiduciary corrections and finding practical resolutions in audits; assisting with the design of qualified retirement plans; and providing counsel with respect to the Affordable Care Act.

    In addition, Joe maintains a robust executive compensation practice that includes assisting employers with their design and implementation of various nonqualified deferred compensation plans, short-term and long-term incentive plans, and equity programs. He works to provide practical advice in order to help his clients navigate around Internal Revenue Code Sections 409A, 280G and 162(m).

    Joe also counsels clients with respect to their employee stock ownership plan issues. He advises sellers, lenders and trustees with respect to their ongoing ESOP compliance and fiduciary governance matters. In addition, he assists business owners with assessing the benefits of utilizing an ESOP as a succession planning tool.

    Earlier in his career, Joe served as Senior Employment Counsel and Human Resources Legal Team Leader at a Fortune 300 global retail and manufacturing company headquartered in Cleveland, Ohio. There, he provided day-to-day legal counsel on the company’s global retirement, health and welfare, and executive compensation plans, as well as serving as ERISA counsel to the company’s plan administration and fiduciary investment committees.

    That in-house experience provided Joe significant insight into data privacy and cybersecurity, as he led the domestic and global legal support for the company’s newly created global privacy and data security department. Building on that experience, Joe assists clients with their employee, consumer and HIPAA privacy policies and procedures, and provides counsel on creating standard privacy and data security contract terms for third-party vendor management programs, negotiating commercial contracts containing sensitive personally identifiable information, and training on data security, privacy and incident response. Joe also provides proactive legal counseling by assisting clients with understanding their true risks through performing data security and privacy risk assessments.

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    Executive Compensation

    • Drafted various forms of short-term and long-term incentive arrangements, including bonus, phantom stock, SARs, RSU and equity arrangements for start-up, public and non-public company clients.
    • Reviewed and revised multiple deferred compensation arrangements, employment agreements and change in control agreements to comply with Internal Revenue Code Section 409A and 457(f) with respect to for-profit and nonprofit clients.
    • Review and revise public company CD&A disclosures.
    • Assisted public company client with maintaining legal compliance for global equity award program with respect to 18 countries that were rewarding RSUs and stock options.
    • Prepared and reviewed 280G calculations and disclosures for multiple M&A transactions.

    Qualified Retirement Plan and Fiduciary Responsibility 

    • Represented ESOP-owned leading supplier of handheld cutting tools for meat and poultry in its sale to a private equity firm and preserved a 20% ESOP ownership structure.
    • Represented ESOP Trustee on a stock sale of airport maintenance company selling into a 100% ESOP.
    • Corrected various 401(k) plans under IRS EPCRS Voluntary Correction Procedures for incorrect compensation calculations, non-amenders and SIMPLE-IRA operation failures.
    • Assisting a Fortune 500 public company client with re-designing its ERISA governance structure.
    • Conducting ERISA fiduciary training to Fortune 500 public company client.
    • Negotiating various administrative services agreements on behalf of clients that included successfully negotiating appropriate data security provisions.
    • Providing counsel to a Fortune 500 public company client with respect to its defined benefit investment policy statement.
    • Providing counsel to clients with respect to defined benefit plan de-risking issues.
    • Providing litigation support to a Fortune 500 public company client defending a stock-drop litigation claim.

    Health and Welfare Plans – Strategies and Funding

    • Assisting Fortune 500 public company client with revising its company-wide business associate agreement and implementing a business associate agreement policy and performed training for company-wide employees to comply with HIPAA HITECH.
    • Reviewed wellness center healthcare risk assessments and revised to comply with the Genetic Information and Nondiscrimination Act of 2008.
    • Assisted Fortune 500 public company client with revising its health and welfare wrap plan.
    • Assisted public company client on Affordable Care Act requirements relating to its specialty drug coverage.

    Mergers and Acquisitions of Employee Benefit Plans

    • Advised an international technology company on all employee benefit and compensation related issues relating to its stock acquisition of a US-based specialty tire company.
    • Drafted change in control, equity award and employment agreements for various privately held and public company clients.
    • Provided benefits and compensation counsel in dozens of private equity M&A, and Divestiture transactions.

    Data Privacy and Cybersecurity

    • Successfully represented a professional sports team with its response and negotiation with respect to a Federal Trade Commission Civil Investigative Demand regarding the team’s privacy and data security practices related to its use of beacon and geo-location technology.
    • Conducted a company-wide data security and privacy assessment for a transportation and logistics client.
    • Drafted and reviewed various client website privacy policies and terms of use.
    • Negotiated various privacy and data security contractual provisions into technology agreements on behalf of clients.
    • Provided counsel to clients with respect to the EU-US Privacy Shield framework.

    Education

    • The John Marshall Law School, J.D., LL.M., with honors
    • The Ohio State University, B.S.

    Admissions

    • Ohio

    Memberships and Affiliations

    • President, Worldwide Employee Benefits Network, Northeast Ohio Chapter
    • Member, Great Lakes Science Center – Garrett Morgan Professionals Group
    • Executive Committee Member, Shoes and Clothes for Kids; Co-chair Human Resources Committee
    • Member, Cleveland Metropolitan Bar Association
    • Member, International Association of Privacy Professionals – IAPP/US Certified
    • National Association of Stock Plan Professionals
    • Member, Employee Stock Ownership Plan Association
    • Finalist, Rising Star – Crain’s General & In-House Counsel Awards (2015)

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    Publications

    • Author, “DOL Issues New Final Claim Regulations Regarding Disability-Related Claims, American Mold Builder Magazine, March 28, 2017.
    • Author, “ACA on Life Support Post-election,” Crain’s Cleveland Business, December 5, 2016.

    Speaking Engagements

    • Panelist, Crain’s Cleveland Roundtable Discussion on Employee Stock Ownership Plans, June 6, 2018.
    • Speaker, “Cybersecurity in the HR Department: HIPAA Is Just the Tip of the Iceberg,” Worldwide Employee Benefits Network - Cleveland Chapter, Cleveland, OH, April 26, 2018.
    • Speaker, “ERISA & Affordable Care Act Legislative Update”, Employer Health & Wealth Administrator Workshop, Columbus, OH, August 30, 2017.
    • Speaker, “Nuances of 401(K), 403(b), ESOPs, and Defined Benefit Qualified Retirement Plans,” Ohio Society of CPAs – Employee Benefit Plan Audit Seminar, Columbus, OH, April 26, 2018.
    • Speaker, “DOL Fiduciary Investment Advice Rule Update,” Worldwide Employee Benefits Network - Cleveland Chapter, Cleveland, OH, March 24, 2017.
    • Speaker, “Fiduciary Risk in Data Privacy and Cybersecurity: Officers and Senior Level Executives in the Crosshairs of Hackers,” ACI’s Forum on Executive Compensation, New York, NY, December 1, 2016.
    • Speaker, “Medical Provider Claims: Assignment, Standing and Penalties,” American Conference Institute – 13th National Forum on ERISA Litigation, New York, NY, October 28, 2016.
    • Speaker, “Keeping HIPAA-Protected Records Safe – Tips for Cautious Attorneys,” HIPAA Compliance Boot Camp, Cleveland, OH, September 27, 2016.
    • Speaker, “How HIPAA Relates to Electronic Communication,” HIPAA Compliance Boot Camp, Cleveland, OH, September 27, 2016.
    • Speaker, “Protecting Against Cyber Security Threats: Best Practice for Plastic Industry Participants and Their Counsel,” Manufacturers Association for Plastics Processors & Purdue University, Indianapolis, IN, July 21, 2016.
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