Carrie E. Byrnes

Carrie advises companies on a wide range of issues involving compensation and benefits programs that engage talent, drive growth, and stay compliant. With 20 years in practice—and prior roles as in‑house counsel and a human resources leader—she brings a practical, people‑centered lens to executive compensation and employee benefits. Carrie advises on executive and deferred compensation; securities aspects of equity issuances; qualified and nonqualified retirement plans; and health and welfare compliance (HIPAA, COBRA, ACA, wellness). She regularly manages ERISA governance and fiduciary audits; IRS, DOL, and PBGC examinations; plan‑asset investment issues; and benefits workstreams in M&A, including Sections 280G and 409A.

As relationship partner, Carrie serves as a strategic point of contact for several clients, coordinating multidisciplinary teams across corporate, tax, labor and employment, privacy and cybersecurity, venture financing, M&A, investigations, and litigation. She anticipates issues beyond benefits—such as executive employment, pay equity, compensation governance, global mobility, and workforce strategy—and curates the right resources to deliver integrated, business‑ready solutions.

Carrie’s perspective is shaped by service as the lead Chicago benefits partner at an Am Law 100 firm, as the first General Counsel of a venture capital firm, and earlier work at the U.S. Department of Labor’s EBSA. A longtime adjunct professor and frequent speaker, Carrie is known for translating dense rules into clear, practical guidance.

Within the firm, she has held many leadership roles, including chairing the Women’s Development Group, launching the Parents & Caregivers network, and co‑chairing the Access & Engagement Committee.

Solutions in action

Implementing Compensation & Benefits Structures

As in-house counsel at a venture capital start-up – headed up by a former Fortune 150 CEO – that also served as a business accelerator and consultancy, Carrie gathered feedback from internal and external stakeholders before developing and implementing a compensation and benefits structure designed to incentivize the desired outcomes from a varied group of contributors in an emerging business.

Carrie translated her experience from advising clients on the design and rollout of benefits to do the same in her own organization. To this day, Carrie regularly advises both emerging organizations and those with new challenges (such as incentivizing a remote workforce in a pandemic environment) to develop benefits and compensation strategies that address their unique needs and trajectory.

Coordinating Global Retention Bonus Rollout

Carrie has led teams of global counsel (in more than 20 countries) to institute global performance incentive and retention bonus programs. In this capacity, Carrie navigates applicable tax (including 409A and 457A), labor, and securities laws, and advises clients on how to institute the advice of local counsel in a manner reflective of the overall corporate objective.

Protecting ESOP Fiduciaries

Following an acquisition, a privately held company was audited by the Department of Labor and faced alleged federal law violations, including a failure of ESOP fiduciaries to appropriately invest in company stock. After two years of intense negotiations, Carrie secured a result that involved no further contribution or payment of penalties by the company or its fiduciaries. 

Advising on M&A Integration Strategies

Corporate transactions require special care and attention for not just the executives, but also for the rank-and-file employees and their benefits schemes. Throughout her years in practice, Carrie has regularly worked with employers on integration strategies that achieve stability for impacted employees as well as efficiencies and cost-savings for employers. In a recent series of three related business unit dispositions, Carrie advocated for seamless transition for the workforce, which required complex negotiations surrounding disability benefits and HIPAA issues.

Pension De-Risking Implementation

Carrie has assisted nearly a dozen employers in the implementation of pension de-risking strategies – including lump sum windows, pension risk transfers, and plan terminations. These complex projects require adherence to tight timelines and collaboration with plan actuaries, in-house counsel, and finance and human resources team members.

Defending 401(k) Fiduciaries from Excessive Fee Challenges

Carrie served on trial teams defending employers and fiduciaries against ERISA class actions alleging various breaches of fiduciary duties and prohibited transactions. Carrie’s work on this progeny of cases provides her with a thorough understanding of 401(k) best practices – ranging from record-keeper and other service provider selection and retention to investment fund selection, monitoring, and disclosures.