Mark Poerio 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 and ERISA fiduciary matters, especially from a business, governance, tax, labor, finance, securities, and litigation perspective.  Mark is Chambers-ranked, recognized by SuperLawyers, and 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 companies, executives (individually) and 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 -- e.g. Code section 457(f) and 4958 tax planning and correction.



Cornell Law School, J.D., 1984 (cum laude)

University of Virginia, B.A., 1980 (cum laude)

Mark's Teaching and Publications

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



"Too Much Employer Stock? Don't Ignore Diversification" (Law360, 7/12/2018).

"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).



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).


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