Dan Wilson v. Safelite Group, Inc., 930 F.3d 429

Background

Dan Wilson, former Safelite CEO, participated in the Safelite Group, Inc. Nonqualified Deferred Compensation Plan (the Safelite Plan) created Dec. 29, 2006 to allow certain executives to defer compensation (base salary, bonuses, and TIP amounts tied to a sale).
Eligible participants had to submit election forms to defer TIP amounts by Dec. 31, 2006; elections could specify timing and form of distributions (lump sum, monthly, or annual up to ten years).
The Plan’s default distribution paid deferred amounts in a lump sum “as soon as administratively feasible” after termination (no later than 60 days), but it also permitted in‑service distributions per participant elections.
Wilson deferred over $9 million; later a 409A tax audit led to taxes and penalties. He sued Safelite (state law breach and negligent misrepresentation); Safelite moved for partial summary judgment arguing ERISA preemption.
The district court held the Safelite Plan is an ERISA "employee pension benefit plan" under 29 U.S.C. §1002(2)(A)(ii) and not exempt as a DOL-regulation bonus plan (29 C.F.R. §2510.3‑2(c)); the Sixth Circuit affirmed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Safelite Plan is an ERISA "employee pension benefit plan" under §1002(2)(A)(ii)	Wilson: “results in a deferral” requires that the plan require deferrals to the termination period — plans allowing in‑service distributions are excluded	Safelite: §1002(2)(A)(ii) covers plans that result in deferrals that extend to termination even if the plan also permits in‑service distributions	Held: §1002(2)(A)(ii) covers plans that “result in” deferrals for periods extending to termination; the Safelite Plan qualifies because its terms and circumstances cause deferrals that extend to termination or beyond
Whether the Plan is exempt as a bonus plan under 29 C.F.R. §2510.3‑2(c)	Wilson: deferrals of TIP (incentive) payments make the Plan a bonus plan exempt from ERISA	Safelite: Plan was drafted as a deferred compensation plan covering salary, bonuses, and TIP amounts—not a bonus plan for performance incentives alone	Held: Plan is not a bonus plan under the regulation because it does not operate primarily as a bonus/incentive plan and defers non‑bonus compensation; exemption rejected
Whether statutory language requires "systematic" deferral to termination	Wilson: statute should be read to exclude plans unless payments are systematically deferred to termination	Safelite: statute’s use of “results in” does not mean “requires”; no systematic‑only limitation	Held: “results in” means an effect or outcome; Congress’s choice to use “results” (not “requires”) is meaningful—statute does not require systematic deferral to termination
Whether surrounding circumstances and plan administration affect ERISA coverage	Wilson: focus on available in‑service distributions and participant elections	Safelite: consider plan purpose, default post‑termination distribution, and administration showing design to defer income to/after termination	Held: Surrounding circumstances (plan purpose, elections, default rule, administration) confirm the Plan causes deferrals extending to termination; supports ERISA coverage

Key Cases Cited

Kolkowski v. Goodrich Corp., 448 F.3d 843 (6th Cir. 2006) (standard for reviewing existence of ERISA plan and factual/mixed questions)
Burrage v. United States, 571 U.S. 204 (2014) (ordinary meaning of "results")
Aetna Health Inc. v. Davila, 542 U.S. 200 (2004) (ERISA’s civil‑enforcement scheme preempts conflicting state claims)
Tolbert v. RBC Capital Mkts. Corp., 758 F.3d 619 (5th Cir. 2014) (similar deferred‑compensation plan held covered under §1002(2)(A)(ii))
Emmenegger v. Bull Moose Tube Co., 197 F.3d 929 (8th Cir. 1999) (characteristics of bonus plans)
Modzelewski v. Resolution Tr. Corp., 14 F.3d 1374 (9th Cir. 1994) (ERISA’s broad coverage for deferred compensation)
Hale v. Johnson, 845 F.3d 224 (6th Cir. 2016) (textualism and statutory interpretation principles)