Elliot Raff

Of Counsel
Senior Counsel—Compensation and Benefits
elliot raff, of counsel

Elliot Raff
Keightley & Ashner LLP
One Metro Center
700 12th Street, N.W., Suite 700
Washington, D.C. 20005
Phone: (202) 558-5150

Fax: (202) 330-5490

Mobile: (609) 220-2594


Elliot Raff advises clients across all types of employee benefits and executive compensation matters, including plan design and implementation, plan governance and fiduciary duties, service provider contracting and management, operational compliance and issue resolution, IRS, DOL, and PBGC examinations, transaction support, and post-closing integration. Elliot is a seasoned attorney with experience in government, law firm, corporate in-house and service provider/consulting firm roles regularly advising HR and Finance teams, business owners, C-suite executives, fiduciaries, and plan service providers.

Elliot spent nearly 10 years holding senior in-house legal positions at major US employers. In-house at Bristol-Myers Squibb Company as Senior Corporate Counsel for Benefits, Elliot was accountable for all U.S. and Puerto Rico qualified retirement health and welfare plan compliance and was the in-house resource for IRC §409A issues. Also, Elliot was part of the Strategic Transactions Core Legal Team, collaborating with HR on employee and benefits strategies, drafting contract terms, and supporting post-closing integration in M&A, divestitures and significant outsourcings.

At Sears Holdings Corporation as Assistant General Counsel for Executive Compensation and Benefits, he regularly assisted Talent Acquisition with the design of make-up, incentive and retention pay awards, severance and separation arrangements compliant with IRC §409A, 280G, etc.

As to benefits, Elliot’s notable achievements at Sears Holdings Corporation included leading an extended legal team in negotiating an unprecedented Early Warning Program agreement with the PBGC, providing guidance as to a multi-billion dollar pension restructuring, advising C-suite executives as to prohibited transactions and obtaining exemptions, and initiating and guiding discussions culminating in the freezing of the SHC stock fund in the 401(k) plan.

At both Bristol-Myers Squibb Company and Sears Holdings Corporation, he advised HR as to administrative compliance and corrections under EPCRS, provided guidance as to the design and administration of health and welfare benefits, managed law firm transitions and negotiated alternative fee arrangements. By providing responsive support, actionable advice and clear communication, Elliot became a reliable resource for daily consultations by administrative staff and a trusted strategic advisor to senior executives.

Elliot received his law degree from the University of Wisconsin – Madison and is a member of the District of Columbia and New Jersey bars.

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