About the Author
The webmaster for this site is J. Mark Poerio, Esq. in his personal capacity. You may contact Mark by email or through this contact page by which you may present a question or request.
Here is more information about Mark:
Mark Poerio is a senior counsel in Wagner Law Group. See CNBC Announcement. For more than 30 years, Mark has been in private practice with a focus on executive compensation, employee benefit, and fiduciary matters, especially from a business, governance, tax, securities, and litigation perspective. Mark is Chambers-rated, has been honored since 2013 by US News and World Reports as a Best Lawyer in America for employee benefits (ERISA) lawand recently completed his terms both as President of the ABA's prestigious American College of Employee Benefits Counsel (ACEBC), and as a member of the executive board of the American Benefits Council. He remains active in each organization. See this Bloomberg Article about Marcia Wagner and Wagner Law, which she founded and continues to operate as a certified woman-owned business.
Since 2007, Mark has taught courses at Georgetown Law – with one course focused on executive compensation, business, and governance, another on ESOPs, and another on the intersection of benefit plans and employment-related agreements with restrictive covenants such as non-competes. Associated with these, he maintains www.executiveloyalty.org.
Because of Mark's active representation of individual executives (and, on occasion, executive teams), he established and maintains the graymatternetwork in order to provide advice for executives who are leaving a position, considering a new job or business, or wanting to remain active through networking with similarly-situated executives.
NOTABLE POERIO PUBLICATIONS
- "Getting Severance Right" (Bloomberg, 7/15/2020).
- "8 Executive Pay Considerations for an Economic Downturn" (Law360, 1/14/2020).
- "The Art of Drafting Executive Employment Agreements" (LexisNexis 11/21/2019).
- "Too Much Employer Stock? Don't Ignore Diversification" (Law360, 7/12/2018).
- "New Year, New Stock Plan" (Bloomberg BNA, 2/21/2018).
- "Hitting Workplace Harassers Where It Hurts" (National Law Journal, 12/29/2017).
- "Advice for directors and officers of distressed corporations: Fiduciary duties" (ALM Media, 2015).
- "Spin-off Transaction Playbook" (NYU Law Review, with Towers Watson, 2013).
- “U.S. Executive Compensation Litigation: Cannons to the Right . . . and to the Left” (International Pension Lawyer,, April 2013)
- “What Private Equity Managers Need to Know to Limit Their ERISA Obligations for Portfolio Company Pension Plans” (Bloomberg BNA, Nov. 2012).
- Lawmakers Defending Password-Protected Employee Accounts: Employers Need to Proceed Smartly (Alert, Poerio and Johnson, May 2012).
- “Candor for Compensation Committees” (Corporate Board Member, 11/2011) (Beginning as follows: "This is a failed ‘say-on-pay’ shareholder derivative action, arising from the Board’s unwarranted and excessive spending…on executive compensation.” So begins a recent complaint…against directors of the former R.H. Donnelley, now reorganized as Dex One. They are far from alone in being singled out for potential personal liability.")
- "The Basics of Garden Leave, and Why Careful Tilling is Needed" (BNA, 8/24/2011)
- “Crossing the Pond in Search of Better Executive Compensation Practices” (Corporate Governance Advisor, 3/10/2011).
- "So You Think You are Safe: Board Members and Personal Liability under ERISA" (Corporate Governance Advisor, 5/2010).
- “Executive Pay and Loyalty: From Velvet Fist to Iron Glove” (Corporate Governance Advisor, 1/2010).
- "Long-term Incentives and Golden Handcuffs in China" (ChinaFocus, 2008).
- "Say Hello to Smart Goodbyes" re ERISA-fying Severance Practices (National Law Journal, 2008).
- "Executive Insecurity" (Bloomberg BNA, 2008).
- "Executive Compensation 2005: Many Forces, One Direction" (Compensation & Benefits Review, 2005).
PROFESSIONAL AND COMMUNITY INVOLVEMENT
- American Benefits Council – Executive Board Member (2015-2018)
- American College of Employee Benefit Counsel – Board Member and President (formerly Vice-President and Treasurer) (2012-2019).
- Georgetown Law School -- Adjunct Professor (2007-2019)
- Maryland Association of Social Service Boards -- Pro bono counsel for federal tax matters since 2004; Past Vice-Chair and Head of Legislative Committee; .
- MASSB Foundation -- Founder and Trustee (raising over $1 million for social services involving child protection and family preservation).
- Cornell Law School, J.D., 1984 (cum laude)
- University of Virginia, B.A., 1980 (cum laude)