Elizabeth H. Bray

Illinois

Benesch Friedlander Coplan & Aronoff LLP
71 South Wacker Drive
Suite 1600
Chicago IL 60606

Tel: 312.506.3428

Email: ebray@beneschlaw.com
Web: www.beneschlaw.com

Professional Biography

Liz Bray is a Partner in Benesch’s Executive Compensation & Benefits Practice Group, where she advises public and private companies on a broad range of executive compensation and employee benefits matters.

Her practice encompasses the design, implementation, and governance of compensation and benefits arrangements, including executive compensation programs, equity incentive plans, employment and severance agreements, change-in-control arrangements, deferred compensation, retirement and welfare benefit plans, ERISA compliance, and plan governance.

Liz works with lower middle-market, middle-market, and large public and private companies, providing practical guidance on both day-to-day compensation and benefits issues and significant corporate transactions. She regularly advises clients on the executive compensation and benefits aspects of mergers, acquisitions, financings, and other transactions, as well as related corporate governance, securities disclosure, and tax matters involving Sections 409A and 280G.

Her clients operate across a range of industries, including healthcare, life sciences, financial services, manufacturing, technology, and professional services. Liz is particularly experienced in helping companies navigate complex regulatory requirements while developing compensation and benefits structures that support broader business objectives. Her work frequently involves close collaboration with boards of directors, senior executives, human resources professionals, and private equity sponsors.

Before joining Benesch, Liz spent 12 years as a partner at Polsinelli, where she focused on executive compensation and employee benefits matters for sophisticated corporate clients. Her experience across both routine planning and complex transactional work has given her a broad perspective on the compensation, governance, tax, and regulatory issues facing businesses and their leadership teams.

Liz has been recognized in The Best Lawyers in America for Employee Benefits (ERISA) Law from 2025 through 2027 and was selected to Illinois Super Lawyers – Rising Stars for Employee Benefits from 2014 through 2021. She is also active in pro bono and community work, including representing asylum seekers through the National Immigrant Justice Center and serving on the family advisory council of Cradles to Crayons.

Liz earned her LL.M. from Villanova University Charles Widger School of Law in 2009 and her J.D. from the same institution in 2007. She previously received her B.A. in Economics from Villanova University in 2004.

Benesch’s Executive Compensation & Benefits Practice Group advises public and private companies, private equity-backed businesses, and private equity funds on a broad range of compensation, benefits, and human capital matters. The team supports clients through periods of growth, transactions, organizational change, and ongoing compliance, combining benefits and compensation advice with broader human capital planning.

The practice advises on the design, implementation, and administration of retirement plans, equity and equity-like incentives, health and welfare benefits, fringe benefits, bonus and commission arrangements, and other cash incentive programs. Its attorneys also counsel clients on executive employment agreements, deferred compensation, executive onboarding and departures, key talent transitions, employee separations, and related communications and risk management.

Benesch has particular experience supporting acquisitive businesses through mergers, acquisitions, divestitures, roll-ups, tuck-ins, asset purchases, and minority investments. The team also assists clients with government audits, investigations, compliance corrections, and the regulatory requirements affecting compensation and benefit arrangements.

The group has expanded significantly, growing from four attorneys to 14 in a single year, with additional depth in executive compensation, tax considerations, and human resources counseling. This broader platform allows Benesch to provide integrated advice across transactional, compliance, and strategic human capital matters.

Founded in Cleveland in 1938, Benesch is a national business law firm with more than 500 lawyers representing public and private companies, private equity funds, entrepreneurs, nonprofit organizations, and other clients across the United States and internationally. The firm has expanded significantly beyond its Ohio roots, with offices in Chicago, Cleveland, Columbus, Miami, New York, San Francisco, and Wilmington, combining a growing national platform with longstanding experience serving middle-market and emerging businesses.

The firm’s core capabilities encompass corporate law, commercial finance and banking, litigation, real estate, intellectual property and technology, labor and employment, healthcare, restructuring and bankruptcy, tax, and executive compensation and benefits. Benesch advises clients across industries including construction, energy, manufacturing, pharmaceuticals, food and beverage, retail and e-commerce, sports and entertainment, and transportation and logistics, bringing together attorneys from different disciplines to address complex transactional, regulatory, and contentious matters.

Benesch emphasizes a modern, business-focused approach built around responsiveness, collaboration, and a detailed understanding of its clients and their industries. Its continued national expansion has added significant depth to its practices while retaining an emphasis on direct client relationships and practical legal solutions, allowing the firm to support clients through business growth, major transactions, disputes, and evolving legal and regulatory challenges.