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


  • District of Columbia
  • New York

Anthony G. Provenzano


Anthony G. Provenzano is a trusted counselor to both public and private companies with respect to compensation and benefits issues. Anthony’s 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, Mr. Provenzano'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 Mr. 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.

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.

Speeches & Presentations


  • "SECURE 2.0 Act Will Impact Employer Retirement Plans," Employee Benefit Plan Review (February 27, 2023). Authors: Anthony G. Provenzano, Hillary C. Webb, and Kristy J. Wrigley-Durer.
  • "The Importance of an 83(b) Election for Startup Founders," GrowthStudio (May 2, 2022). Authors: Anthony Provenzano, Irina Pisareva, Hillary Webb, and Matthew Moisan
  • "IRS Proposes Compensation Tax Relief For Company Foundations," Tax Notes Federal (August 3, 2020). Author: Anthony G. Provenzano.
  • "The Long Goodbye: Tax Issues for Executives Transitioning Into Retirement," Compensation Planning Journal, Bloomberg BNA (August 10, 2019). Author: Anthony G. Provenzano.
  • "Residual Liablities Following Plan Termination: Is the Plan Really Gone?" Compensation Planning Journal, BNA Bloomberg (September 5, 2014). Author: Anthony G. Provenzano.
  • "A New Look at Annuities: Greater Flexibility Adds to Advantages," Daily Tax Report, BNA Bloomberg (June 25, 2013). Author: Anthony G. Provenzano.

Client Alerts & Newsletters

Press Coverage

Firm News & Announcements

August 18, 2022 The Best Lawyers in America 2023 Recognizes 54 Crowell & Moring Attorneys, Three Selected as Lawyer of the Year
July 22, 2022 Crowell & Moring Advises Amazon in its $3.9 Billion Acquisition of One Medical
June 1, 2022 Chambers USA 2022 Ranks 70 Crowell & Moring Lawyers and 37 Practice Areas Among Best in U.S.
August 31, 2021 Leading Employee Benefits Lawyer Anthony Provenzano Joins Crowell & Moring