About the Gray Matter Network

This website arises because the financial, business, and personal issues facing senior executives are both high stakes and complex - and they often struggle to find the right advice at key moments. For those in transition or thinking of one, we hope to help through our experience and encouragement.

The inspiration for this website comes from Mark Poerio, who is senior counsel in the DC office of the Wagner Law Group,  Throughout his 30+ years of private practice (most with Wall Street law firms), Mark has  worked almost exclusively with business executives, with his focus being on executive compensation, severance, and ERISA fiduciary matters, especially from a business, governance, tax, labor, finance, securities, and litigation perspective.  Here is Mark's email address: mark.poerio@graymatternetwork.org.

Mark is Chambers-ranked, recognized by SuperLawyers, and since 2013 has been honored by US News and World Reports as a Best Lawyer in America for employee benefits law.  Mark has for over 10 years has taught executive compensation classes at Georgetown Law.  Mark recently completed his terms as President of the American College of Employee Benefits Counsel (ACEBC), and as an executive board member of the American Benefits Council. 

In addition to representing individual executives, public and private companies, and their compensation committees, Mark also has extensive experience with changes in corporate control, employee stock ownership plans (aka ESOPs), and tax exempt organizations. For the latter, his practice ranges from general governance to executive compensation and related tax rules -- e.g. Code sections 457(f), 4958, and 4960.

EDUCATION

• Cornell Law School, J.D., 1984 (cum laude)
• University of Virginia, B.A., 1980 (cum laude)

Since 2007, Mark has taught courses at Georgetown Law – with one course being 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.

NOTABLE PUBLICATIONS​  

• Negotiating Employment Agreement Terms (Lexis 2019.10.04, by Poerio)
• "Too Much Employer Stock? Don't Ignore Diversification" (Law360, 7/12/2018, Poerio).
• "New Year, New Stock Plan" (Bloomberg BNA, 2/21/2018, Poerio)
• "Hitting Workplace Harassers Where It Hurts" (National Law Journal, 12/29/2017, Poerio et al).
• "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).  
• “Candor for Compensation Committees” (Corporate Board Member, 11/2011). 
• “Crossing the Pond in Search of Better Executive Compensation Practices” (Corporate Governance Advisor, 3/10/2011).  
• “Executive Pay and Loyalty: From Velvet Fist to Iron Glove” (Corporate Governance Advisor, 1/2010).  
• "Long-term Incentives and Golden Handcuffs in China" (Poerio et al, ChinaFocus, 2008).  
• "Say Hello to Smart Goodbyes" re ERISA-fying Severance Practices (National Law Journal, 2008, Poerio et al).  
• "Executive Insecurity" (Bloomberg BNA, 2008, Poerio et al).

PROFESSIONAL AND COMMUNITY INVOLVEMENT 

• American Benefits Council – Executive Board Member (2015-2018)
• American College of Employee Benefit Counsel – Board Member and Immediate Past President (formerly ACEBC's President, Vice-President and Treasurer).  
• Georgetown Law School -- Adjunct Professor (2007-present)  
• Maryland Association of Social Service Boards -- Past Vice-Chair and Head of Legislative Committee; Pro bono Counsel for federal tax matters since 2004.  
• MASSB Foundation -- Founder and Trustee (raising over $1 million for social services involving child protection and family preservation).​