Howard L. Clemons is a business attorney in Holland & Knight's Tysons office. Mr. Clemons counsels on a broad range of executive compensation and employee benefits matters for companies ranging from startups to publicly traded corporations, as well as tax-exempt organizations. A major focus of his practice involves the executive compensation and employee benefits aspects of merger and acquisition (M&A) transactions, and over his career he has advised on hundreds of transactions.

Mr. Clemons has deep knowledge of all forms of equity compensation (including stock options, restricted stock units, restricted stock, phantom stock and profits interests). In addition, he advises on complex deferred compensation arrangements involving Section 409A of the Internal Revenue Code (IRC), non-competition and non-solicitation agreements, golden parachute tax matters (Section 280G), retention agreements, indemnification agreements and separation agreements. Mr. Clemons represents clients before the Internal Revenue Service and the U.S. Department of Labor.

Prior to joining Holland & Knight, Mr. Clemons was a partner in the executive compensation and employee benefits groups of an international law firm.

Representative Experience

  • Representation of buyers and sellers of companies with respect to the executive compensation and employee benefits matters – including equity compensation issues and Internal Revenue Code (IRC) Section 280G matters – in merger and acquisition (M&A) transactions
  • Representation of an international corporation on the acquisition of a division of another corporation with worldwide operations, including coordinating employee matters and legal counsel in foreign countries
  • Representation of management teams in connection with recapitalization transactions and M&A transactions involving their employers

  • Representation of the compensation committees of the board of directors of privately held and publicly traded corporations on executive compensation matters
  • Representation of the boards of directors of large tax exempt entities on employment of executive officers
  • Representation of executives on employment contract negotiations, in connection with separation agreements and on non-competition agreements

  • Advise on retirement plan and welfare plan establishment, legal compliance and termination
  • Correction of qualified plan document and operational failures
  • Advise on fiduciary duties
  • Advise on Employee Retirement Income Security Act (ERISA)-prohibited transactions, including exemption matters


  • New York University School of Law, LL.M., Taxation
  • University of Memphis Cecil C. Humphreys School of Law, J.D.
  • University of Memphis, B.B.A.
Bar Admissions/Licenses
  • District of Columbia
  • Maryland
  • Virginia
  • American Bar Association, Section of Taxation
  • D.C. Bar Association, Tax Section
  • Maryland State Bar Association
Honors & Awards
  • The Best Lawyers in America guide, Employee Benefits (ERISA) Law, 2010-2020, 2022