Williams v. Interpublic Severance Pay Plan and The Management Human Resources Committee

Summary

The Seventh Circuit affirmed summary judgment for the Interpublic Severance Pay Plan in Mark Williams's ERISA action seeking severance benefits after a change in corporate ownership. The court held that the Plan granted its administrator discretionary interpretive authority, warranting deferential review, but concluded that Williams would lose even under de novo review. The offered position was comparable and its $169,000 salary exceeded Williams's prior $167,000 salary; the Plan required comparison of salary rather than total compensation.

Holdings

1. A plan provision granting the administrator broad authority to interpret the plan, make factual findings, and decide matters arising under the plan requires deferential judicial review under ERISA.
2. The position offered by GreenHouse was comparable to Williams's former position because it preserved the same general role, and differences in the employers' size, prestige, clientele, or business operations did not make the positions noncomparable under the plan.
3. The offered salary satisfied the plan because $169,000 exceeded Williams's former $167,000 salary; the plan required comparison of salary, not total compensation or fringe benefits.

Questions Presented

1. Whether the plan administrator's decision was subject to deferential or de novo judicial review despite the plan being unfunded and the employer potentially having a financial conflict of interest.
2. Whether the position offered to Williams after the change in control was comparable to his former position.
3. Whether the offered salary satisfied the plan's requirement that the new position provide a salary at least equal to the former salary, considering the value of fringe benefits.

Disposition

affirmed