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James Earle

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Jim counsels publicly traded companies and other complex employers on matters related to executive compensation. His clients operate globally in a wide range of industries, including financial services, manufacturing, food, telecommunications, utilities and other service-based companies. Jim advises clients on all aspects of the employment, compensation, benefits and severance of directors, executive officers and other senior managers. He has significant substantive experience with all forms of executive compensation and benefit plans.

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  • The DOL has proposed regulations intended to clarify and expand prior regulations addressing ERISA’s fiduciary duty of prudence for the selection of directed investment alternatives (DIAs) in participant-directed defined contribution plans (such as 401(k) plans).
  • The proposed regulations include an optional safe harbor intended to create a presumption
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On May 19, 2026, the Securities and Exchange Commission (SEC) proposed rule amendments that would significantly simplify executive compensation disclosure requirements for many public companies. The proposed rules would split public companies into large accelerated filers and non-accelerated filers. Non-accelerated filers would be subject to scaled executive compensation disclosure rules, similar to those presently applicable to emerging growth companies (EGCs), and they would not be required to conduct Say-on-Pay and related advisory votes. The SEC estimates that approximately 81% of public companies would be non-accelerated filers subject to these scaled disclosure rules. The remaining public companies would be large accelerated filers, representing the majority (about 93.5%) of public float, and they would remain subject to substantially the same executive compensation disclosure rules that currently apply to large accelerated filers.

What Are Trump Accounts?

A Trump account is a type of individual retirement account (IRA) established for the exclusive benefit of a child and designated as a “Trump account” at inception. Created by the One Big Beautiful Bill Act (the OBBBA), the account is governed by new Internal Revenue Code (IRC) provisions, including §530A and §128.[1] Trump accounts operate under special rules intended to seed and simplify long-horizon investing for children through the year before they turn 18 — referred to in the rules as the “growth period.” After the growth period, most special Trump account rules fall away, and thereafter the account largely functions like a standard traditional IRA under §408(a).

Last May, we provided a client alert about a recent federal district court case (Spence v. American Airlines, No. 4:23-cv-00552-O, 2025 WL 225127, at *2 (N.D. Tex. Jan. 10, 2025)), in which a plan sponsor and certain plan fiduciaries were found to have breached their ERISA fiduciary duty of loyalty based primarily on conduct related to proxy voting of securities held in certain of the 401(k) plans’ investment funds. At that time, the court left open the question of whether the breach resulted in any damages to the participants.

On September 9, 2025, the Department of Labor (DOL) issued Advisory Opinion 2025-03A addressing the following question: Are awards of restricted stock units (RSUs) that permit post-employment vesting considered a “pension plan” subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA)? For the reasons discussed below, the DOL answered, no, the RSUs are not subject to ERISA.

In our recent client alert, “Texas Federal Court Allows an ERISA Fiduciary Challenge Against Alleged “ESG Investing” Without Any ESG Funds,” we reported that a Texas district court recently upheld Biden-administration Department of Labor (DOL) rules permitting environmental, social, and governance (ESG) considerations as “tie breakers” in selecting 401(k) plan investments. The district court, following instructions from the Fifth Circuit Court of Appeals, applied a Loper Bright “post-Chevron” analysis to hold that the Biden-era rules were validly issued.

In this installment of our Employee Benefits and Executive Compensation Considerations in Mergers and Acquisitions podcast series, Troutman Pepper Partners Jim Earle, Lynne Wakefield, and Lydia Parker discuss the impact of the Supreme Court’s decision in Loper Bright Enterprises v. Raimondo on benefits-related regulations, including the Department of Labor’s Fiduciary Rule; environmental, social, and governance regulations; protections based on sexual orientation and gender identity under the Affordable Care Act; and much more.