Marilyn Doolittle


Education and Clerkships

J.D., South Texas College of Law Houston, 1994

B.S., Business Administration, State University of New York at Buffalo, 1976




Marilyn Doolittle has served as an advisor and counsel to a wide variety of employers across all industries, including Fortune 500 organizations, foreign-owned companies with U.S.-based employees, nonprofits and governmental employers, and focuses her practice in the areas of employee benefits, ERISA and executive compensation.

Marilyn has significant experience in designing, implementing, administering and reviewing compliance of 401(k) plans, defined benefit plans, 403(b) programs, ESOPs and other retirement arrangements. Her experience also includes advising employers regarding executive compensation programs including nonqualified deferred compensation subject to Code Section 409A, statutory and nonqualified stock options, Code Section 162(m) compensation deduction limitations and other incentive compensation arrangements. She has provided technical support and guidance to employers in connection with Internal Revenue Service (IRS) and Department of Labor (DOL) audits of employee retirement and executive compensation programs, as well as with compliance self-audits and government agency voluntary correction programs. Marilyn also has experience advising employers regarding their health and other employee welfare benefit plans, including the establishment and ongoing tax compliance of VEBAs.

In addition to her client work, Marilyn is frequently asked to speak to employee benefit and executive compensation professionals on a variety of topics, including compliance with Code Section 409A, ERISA fiduciary duties and liabilities, and DOL investigations of employer-sponsored retirement and health plans.

Marilyn is a contributor to Haynes and Boone's Practical Benefits Lawyer blog, which discusses issues and developments in the areas of employee benefits and executive compensation. She was recognized as a Texas Super Lawyer in Employee Benefits/ERISA in 2013.

Selected Client Representations

  • Assisting numerous companies in reviewing and modifying nonqualified deferred compensation plans and other compensation arrangements to comply with Internal Revenue Code §409A.
  • Negotiating with Internal Revenue Service in connection with executive compensation audit for a major publicly-traded corporation, allowing the company to deduct compensation in excess of Code §162(m) limitation.
  • Assisting a large medical joint venture purchasing a medical clinic in reviewing the clinic’s 401(k) plan for compliance with statutory requirements; developed cost-effective EPCRS correction methodology and obtained compliance statement from IRS.
  • Providing technical support to two large public university systems undergoing IRS audits of their §403(b) plans.

Professional and Community Activities

  • Texas Bar Association
  • Houston Bar Association
  • American Society of Pension Professionals and Actuaries (ASPPA), founding member of ASPPA Benefits Council of the Texas Gulf Coast
  • International Society of Certified Employee Benefit Specialists
  • National Association of Stock Plan Professionals

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