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Anthony G. Provenzano

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Areas of Focus

Overview

Anthony G. Provenzano is a trusted counselor to both public and private companies with respect to compensation and benefits issues. His practice focuses on the tax, ERISA, and other laws impacting executive compensation and employee benefits, as well as the employment tax and reporting issues that may arise with respect to such arrangements. He routinely advises clients on the various rules regarding non-qualified, equity, and tax-qualified arrangements, and the surrounding employment tax and deduction issues. In addition, Tony's practice includes transactions and controversy matters involving the IRS, DOL and PBGC exams and disputes.

Tony’s extensive experience in executive compensation and employee benefit matters allows him to advise clients on the broader legal implications of an arrangement and how various benefit regimes could interact. His experience in handling controversy matters, involving split dollar arrangements, deferred compensation programs, mispriced stock options, and qualified plans, can also help a client understand how plan language may be viewed by a government examiner or a participant asserting a claim. Clients quoted by Chambers have described Anthony Provenzano as "very thorough and very knowledgeable of the tax code."

Tony is frequently asked to speak on matters regarding executive compensation, including deferred compensation and the attendant payroll tax and reporting obligations with respect to such arrangements, the deduction limitations under Internal Revenue Code Section 162(m), defending against IRS executive compensation and employment tax audits, and IRS guidance regarding correction of failures under a Code Section 409A arrangement.

Career & Education

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    • American University Washington College of Law, J.D., cum laude, 1998
    • Pennsylvania State University, B.A., 1995
    • American University Washington College of Law, J.D., cum laude, 1998
    • Pennsylvania State University, B.A., 1995

    • District of Columbia
    • New York
    • District of Columbia
    • New York
Anthony's strength is his depth of knowledge. He offers well-rounded experience and advice.

— Chambers USA 2023

Anthony's Insights

Client Alert | 12 min read | 09.13.24

Tri-Agencies Finalize NQTL Comparative Analysis Standards in Final Rule

On Monday, September 8, 2024, the United States Department of the Treasury, Department of Labor, and Department of Health and Human Services (collectively, the “Tri-Agencies”) issued a final rule (“the Final Rule”) implementing new regulations applicable to nonquantitative treatment limitations (“NQTLs”) under the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act (“MHPAEA”). The Final Rule codifies many of the requirements set forth in the (the “Proposed Rule”), while pulling back on some of the Tri-Agencies’ more controversial proposals. ...

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Representative Matters

  • Routinely advises on the Section 409A implications of nonqualified deferred compensation arrangements, supplemental executive retirement plans, employment and severance agreements, and bonus plans.
  • Advised numerous employers regarding permissible corrections of Section 409A failures pursuant to IRS Notice 2008-113 and the potential income inclusion implications under IRS Notice 2008-115 and proposed Treas. Reg. Sec. 1.409A-4.
  • Successfully defended employer with respect to IRS exam of employer’s pension plan.
  • Advised employer with respect to prohibited transaction issues relating to receipt of warrants to purchase employer stock by the employer’s 401(k) plan.
  • Advised numerous companies regarding the implications of Section 280G and golden parachute payments.
  • Advised employers facing a DOL investigation of pension and 401(k) plans.
  • Advised multinational employers on US deduction issues relating to equity and incentive compensation programs when employees perform services both within and without the US.
  • Advised employers on the deduction implications of Section 162(m) as revised under the Tax Cuts and Jobs Act (2017). Specific projects have included identifying amounts subject to the Section 162(m) "grandfather" and assisting large multinationals in identifying the applicable "covered employees."
  • Routinely advise employers on the timing of deductions for pension contributions and bonus payments.
  • Advised automaker on compensation issues, including the buyout of employee stock options, arising from acquisition of technology company by automaker's foreign affiliate.
  • Advised a public company regarding tax and benefits implications of a spin-off of a subsidiary including the potential allocation of the deductions relating to the stock option income.
  • Represented trade association before Treasury and IRS to successfully secure favorable administrative guidance under provisions in the Tax Cuts and Jobs Act (2017), including the excise tax provisions under § 4960.
  • Successfully obtained ruling from IRS concerning correction of employment tax and deduction issues related to mispriced incentive stock options. Mr. Provenzano has also separately obtained a favorable closing agreement relating to an ESOP that provided benefits to employees of an entity that was outside of the ESOP sponsor's controlled group.
  • Routinely advises employers on the payroll tax implications of their executive compensation programs, including the proper FICA procedures. Successfully resolved certain employment tax and corporate deduction issues regarding mispriced incentive stock options with the closing agreement resulting in a favorable corporate deduction.
  • Advised a large financial institution regarding the interaction between Section 409A and split-dollar arrangements and assisted in structuring a new arrangement that would comply with Section 409A but retain many of the tax-favorable features of the split-dollar arrangement.
  • Routinely represent employers in the day to day compliance issues relating to maintaining a qualified plan.
  • Represented employer in converting traditional formula pension plan to a cash-balance pension arrangement.
  • Provided opinion letters relating to the funding requirements under the Pension Protection Act (2006).
  • Advised numerous companies regarding the termination of defined benefit pension plans and defined contribution plans.
  • Advised employer involved in one of the largest bankruptcies in the U.S. with respect to the employer's pension obligations. This matter involved extensive negotiations with the PBGC regarding the bankruptcy and proposed emergence transactions.
  • Successfully defended companies in PBGC examinations regarding PBGC premium calculations and pension terminations.
  • Assisted employer in determining whether excise taxes under Section 4976 were triggered as a result of expenditures of assets from employer's voluntary employee beneficiary association (VEBA) for highly compensated employees.
  • Restructured VEBA eligibility to provide that excess assets, originally set aside for retirees, can be used for active employee population.
  • Advised multinational on U.S. tax law issues, including Section 409A issues, triggered when employer's global equity incentive arrangement utilized a trust.
  • Restructured employer-sponsored trust holding assets for executive medical premiums to provide for retiree-friendly medical program coordinated with Medicare.

Anthony's Insights

Client Alert | 12 min read | 09.13.24

Tri-Agencies Finalize NQTL Comparative Analysis Standards in Final Rule

On Monday, September 8, 2024, the United States Department of the Treasury, Department of Labor, and Department of Health and Human Services (collectively, the “Tri-Agencies”) issued a final rule (“the Final Rule”) implementing new regulations applicable to nonquantitative treatment limitations (“NQTLs”) under the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act (“MHPAEA”). The Final Rule codifies many of the requirements set forth in the (the “Proposed Rule”), while pulling back on some of the Tri-Agencies’ more controversial proposals. ...

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Recognition

  • Chambers USA: Employee Benefits & Executive Compensation, District of Columbia, 2014, 2015, 2019-2023

  • The Best Lawyers in America: Employee Benefits (ERISA) Law, District Of Columbia, 2024

Anthony's Insights

Client Alert | 12 min read | 09.13.24

Tri-Agencies Finalize NQTL Comparative Analysis Standards in Final Rule

On Monday, September 8, 2024, the United States Department of the Treasury, Department of Labor, and Department of Health and Human Services (collectively, the “Tri-Agencies”) issued a final rule (“the Final Rule”) implementing new regulations applicable to nonquantitative treatment limitations (“NQTLs”) under the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act (“MHPAEA”). The Final Rule codifies many of the requirements set forth in the (the “Proposed Rule”), while pulling back on some of the Tri-Agencies’ more controversial proposals. ...

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Insights

Client Alert | 12 min read | 09.13.24

Tri-Agencies Finalize NQTL Comparative Analysis Standards in Final Rule

Webinar | 09.12.24

Profits Interests: Incentivizing Talent Tax Efficiently

Speaking Engagement | 09.12.24

"Profits Interests: Incentivizing Talent Tax Efficiently," Crowell & Moring Webinar, 2024.

Firm News | 8 min read | 08.15.24

The Best Lawyers in America 2025 Recognizes 42 Crowell & Moring Attorneys, Three Selected as Lawyer of the Year
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Practices

Industries

Anthony's Insights

Client Alert | 12 min read | 09.13.24

Tri-Agencies Finalize NQTL Comparative Analysis Standards in Final Rule

On Monday, September 8, 2024, the United States Department of the Treasury, Department of Labor, and Department of Health and Human Services (collectively, the “Tri-Agencies”) issued a final rule (“the Final Rule”) implementing new regulations applicable to nonquantitative treatment limitations (“NQTLs”) under the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act (“MHPAEA”). The Final Rule codifies many of the requirements set forth in the (the “Proposed Rule”), while pulling back on some of the Tri-Agencies’ more controversial proposals. ...

View All Insights