Gonzalez

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

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KAILA GONZALEZ, individually and as

a representative of a class of similarly

situated persons, on behalf of the

NORTHWELL HEALTH 403(B) PLAN,

MEMORANDUM

Plaintiff,

AND ORDER

20-CV-3256 (TAM)

-against-

NORTHWELL HEALTH, INC.,

Defendant.

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TARYN A. MERKL, United States Magistrate Judge:

This is a putative class action originally brought against Defendants Northwell

Health, Inc. (“Northwell” or “Defendant”), the Northwell Health 403(b) Plan

Committee, and Does No. 1–10 (collectively, “Original Defendants”).1 Compl., ECF 1;

see also Second Am. Compl. (“SAC”), ECF 72. Plaintiff Kaila Gonzalez (“Plaintiff”)

initiated this action in her capacity as a participant in the Northwell Health 403(b) Plan

(the “Plan”) under 29 U.S.C. § 1132 for breaches of Original Defendants’ fiduciary

duties under the Employment Retirement Income Security Act (“ERISA”), 29 U.S.C.

§ 1001, et seq. Compl., ECF 1, ¶ 1; see also SAC, ECF 72, ¶ 1.

Currently pending before the Court is Plaintiff’s unopposed motion for final

settlement approval and for attorneys’ fees, expenses, and a case contribution award.

1 As reflected in the case caption, Defendant Northwell is the only remaining defendant

in the action. On October 16, 2024, the parties filed a stipulation agreeing to dismiss Defendant

Northwell Health 403(b) Plan Committee and the individual members of the Committee

(referred to as Does No. 1–10 in the pleadings), which was so ordered on October 21, 2024.

Stipulation, ECF 81; Oct. 21, 2024 ECF Order Dismissing Parties.

Mot. for Final Approval of Class Action Settlement and Awards of Atty’s Fees,

Expenses, and Case Contribution Award (“Mot.”), ECF 95. For the following reasons,

Plaintiff’s motion is granted.

FACTUAL BACKGROUND AND PROCEDURAL HISTORY

I. Factual Background2

The Plan is a single-employer 403(b) defined contribution retirement savings

plan utilized by employees of Northwell and their beneficiaries. See SAC, ECF 72, ¶¶ 1,

2, 17. As of December 31, 2018, the Plan had 56,289 participants with account balances

and assets totaling over $5.6 billion.3 Id. ¶ 4. Under the Plan, “[t]he available investment

options for participants of the Plan include various mutual funds and a fixed interest

separate account.” Id. ¶ 17. Additionally, “substantially all administrative expenses

[related to the Plan] are paid by participants as a reduction of investment income.” Id.

Original Defendants “maintain the Plan, and are responsible for selecting, monitoring,

and retaining the service provider(s) that provide investment, recordkeeping, and other

services” for the Plan. Id. ¶ 5.

Plaintiff is a former employee of Northwell and a participant in the Plan. Id. ¶ 9.

Plaintiff alleges that beginning six years before the initial complaint was filed and

continuing until March 9, 2026, the date of the entry of the Preliminary Approval Order

(the “Class Period”), Original Defendants breached their fiduciary duties to the Plan by

2 The Court recites the facts as alleged in the second amended class action complaint. See,

e.g., Mikhlin v. Oasmia Pharm. AB, No. 19-CV-4349 (NGG) (RER), 2021 WL 1259559, at *1

(E.D.N.Y. Jan. 6, 2021). Defendant Northwell denies these allegations and disputes liability. See

Settlement Agreement, ECF 88-1, ¶¶ 10.1–10.2.

3 More recently, as of January 1, 2023, there were over 65,374 participants in the Plan.

Berin Decl., ECF 88, ¶ 4.

(1) “allow[ing] unreasonable recordkeeping and administrative expenses to be charged

to the Plan” and (2) selecting, retaining, and ratifying “unsuitable,” imprudent

investments, rather than “offering prudent alternative investments that were readily

available” during the Class Period. Id. ¶¶ 1, 6; Proposed Final Approval Order and

Judgment (“Proposed Final Order”), ECF 95-1, ¶ 2. More specifically, as to the first

claimed breach of Original Defendants’ fiduciary duties, the second amended complaint

asserts that during the Class Period, the Plan’s recordkeeping and administrative fees

“far exceeded the reasonable market rate,” ranging from $37 to $60 per participant.

SAC, ECF 72, ¶¶ 45, 61. In Plaintiff’s view, failure to take action in regard to these fees

constituted a breach of fiduciary duty. Id. ¶ 61. As to the second asserted breach, based

on a claim of imprudent retention, Plaintiff alleges that because Original Defendants

had discretion to select the investments made available to the Plan participants and

Original Defendants failed to act in the face of persistent underperformance of one of

the funds, Original Defendants’ failure to act is the direct cause of losses suffered by the

Plan and its participants. Id. ¶¶ 6, 72. More specifically, Plaintiff contends that the

Lazard Emerging Markets Fund Institutional Class (the “Lazard Fund”), one of the

funds available under the Plan, “has substantially and repeatedly underperformed” and

should have been replaced by Original Defendants with a better performing alternative.

Id. ¶¶ 69, 72. Plaintiff asserts that Original Defendants’ failure to act was a breach of

fiduciary duty. Id. ¶ 72. During the Class Period, Plaintiff “maintained an investment

through the Plan in the [Lazard Fund] and was subject to the excessive recordkeeping

and administrative costs alleged” in the second amended complaint. Id. ¶ 9.

The proposed settlement agreement currently pending before this Court seeks to

fully resolve these claims for $2,750,000 in monetary relief. Mem. in Supp. of Final

Approval (“Mem.”), ECF 96, at 3; see generally Settlement Agreement, ECF 88-1. This

sum will be paid “into a Qualified Settlement Fund to be allocated to Current

Participants, Former Participants, Beneficiaries, and Alternate Payees of the Plan

pursuant to the Plan of Allocation.” Mem., ECF 96, at 3.

II. Procedural History

The Court assumes familiarity with this action’s procedural history, which was

recounted in detail in the Court’s December 22, 2025 Report and Recommendation on

Plaintiff’s unopposed motion for preliminary settlement approval. See R. & R., ECF 93.

Plaintiff initiated this putative class action on July 21, 2020, and on April 9, 2024,

Plaintiff filed her second amended complaint. See Compl., ECF 1; SAC, ECF 72. Original

Defendants filed an answer on May 23, 2024, and the parties subsequently proceeded to

discovery. Answer, ECF 74; see July 22, 2024 ECF Min. Entry & Order (setting discovery

schedule). On May 21, 2025, the parties filed a letter representing that they had attended

a private mediation session, as a result of which they had reached a settlement in

principle. Letter, ECF 83. Plaintiff thereafter filed her unopposed motion for preliminary

settlement approval on August 19, 2025. Mot. for Settlement, ECF 86.

A preliminary fairness hearing was held on November 4, 2025, at which the

Court heard argument on the motion for preliminary approval and directed the parties

to make certain revisions to the notice procedures. See Nov. 4, 2025 ECF Min. Entry &

Order; Nov. 4, 2025 Prelim. Fairness Hr’g Tr. (“Prelim. Fairness Hr’g”), ECF 91.

Following the filing of the submissions ordered at the preliminary fairness hearing, on

December 22, 2025, the Court issued a Report and Recommendation on the motion for

preliminary settlement approval and class certification. See Letter, ECF 92; R. & R., ECF

93. There, the Court recommended (1) granting Plaintiff’s motion for preliminary

settlement approval; (2) entering an order preliminarily approving the class action

settlement consistent with the parties’ proposed order, see Proposed Preliminary

Approval Order, Ex. C to Settlement Agreement, ECF 88-1, at ECF pp. 47–59;

(3) directing the parties to issue notice as revised, see Revised Notice, ECF 92-1;

(4) appointing for the purposes of settlement Plaintiff Kaila Gonzalez as class

representative for the Settlement Class and Miller Shah LLP as class counsel; and

(5) scheduling a fairness hearing (or referring the parties to this Court to do so) to

consider final approval of the settlement, to be held no sooner than 140 calendar days

after the filing of the Preliminary Approval Order. R. & R., ECF 93, at 32–33.

On March 9, 2026, the Honorable Rachel P. Kovner adopted the December 22,

2025 Report and Recommendation in its entirety, thereby granting Plaintiff’s motion for

preliminary settlement approval, and so-ordered the proposed preliminary approval

order. Mar. 9, 2026 ECF Order Adopting R. & R.; see Proposed Preliminary Approval

Order, Ex. C to Settlement Agreement, ECF 88-1, at ECF pp. 47–59. Judge Kovner also

referred the parties to the undersigned Magistrate Judge to schedule a final approval

hearing. Mar. 9, 2026 ECF Order Adopting R. & R. On May 26, 2026, Plaintiff filed an

unopposed motion for final settlement approval, awards of attorney’s fees and

expenses, and case contribution award and a proposed final approval order and

judgment. Mot., ECF 95; Mem., ECF 96; Proposed Final Order, ECF 95-1. In addition,

also on May 26, 2026, Plaintiff’s counsel submitted their contemporaneous billing and

expense records for review. Billing Records and Expense Records, Exs. A–B to Berin

Decl., ECF 97, at ECF pp. 10–13. On July 17, 2026, the undersigned Magistrate Judge

held the final fairness hearing. See July 17, 2026 Final Fairness Hr’g Tr. (“Final Fairness

Hr’g”), ECF 102.

Consent to Magistrate Judge jurisdiction was filed by the parties on July 30, 2026,

and the case was reassigned to the undersigned Magistrate Judge for all further

proceedings. Notice, ECF 103; Consent, ECF 104.

III. Settlement Agreement, Fund Allocation, and Notification to Class

The proposed settlement agreement defined the Settlement Class as:

[A]ll persons who participated in the Plan at any time during the Class

Period,[4] including any Beneficiary of a deceased Person who participated

in the Plan at any time during the Class Period, and any Alternate Payee

of a Person subject to a QDRO [Qualified Domestic Relations Order] who

participated in the Plan at any time during the Class Period. Excluded

from the Settlement Class are Defendant [Northwell Health, Inc.], the

Retirement Committees (including their individual members), the Board

of Trustees of Northwell Health (including its individual members), and

their Beneficiaries.

Settlement Agreement, ECF 88-1, ¶ 1.49; see id. ¶ 1.37.

Class Members, i.e., members of the Settlement Class,5 are entitled to a pro rata

share of the gross settlement amount of $2,750,000 (the “Gross Settlement Amount”),

less: (1) attorneys’ fees with reasonable expenses to Class Counsel; (2) case contribution

award to Plaintiff; (3) certain taxes and tax-related costs; and (4) the costs of claim

administration (the “Net Settlement Amount”). Notice of Pendency of Class Action and

Proposed Settlement (“Notice”), Ex. A to Vieira Decl., ECF 98, at ECF p. 9. More

specifically, the settlement agreement provides for a Plan of Allocation, discussed infra,

which “provides pro rata recovery to Settlement Class members relative to their

investment in the challenged funds and payment of recordkeeping fees during the Class

Period.” Mem., ECF 96, at 14; see Prelim. Fairness Hr’g, ECF 91, at 21:3–23 (explaining

how distributions will be calculated for the Settlement Class).

4 The “Class Period” is defined as “the period from July 21, 2014, through the date the

Preliminary Approval Order is entered by the Court,” i.e., March 9, 2026. Settlement Agreement,

ECF 88-1, ¶ 1.15; see Berin Decl., ECF 97, at 4; Proposed Preliminary Approval Order, Ex. C to

Settlement Agreement, ECF 88-1, ¶ 1, at ECF p. 49.

5 Settlement Agreement, ECF 88-1, ¶ 1.14.

In exchange for their share of the Net Settlement Amount, members of the

settlement class will release:

[A]ny and all past, present, and future actual or potential claims

(including claims for any and all losses, damages, unjust enrichment,

attorneys’ fees, disgorgement, litigation costs, injunction, declaration,

contribution, indemnification or any other type or nature of legal or

equitable relief), actions, demands, rights, obligations, liabilities, expenses,

costs, and causes of action, accrued or not, whether arising under federal,

state, or local law, whether by statute, contract, or equity, whether

brought in an individual or representative capacity, whether accrued or

not, whether known or unknown, suspected or unsuspected, foreseen or

unforeseen based in whole or in part on acts or failures to act during the

Class Period[.]

(“Released Claims”).6 Settlement Agreement, ECF 88-1, ¶ 1.40; see id. ¶¶ 1.40.1–1.40.7

(specifying that the Released Claims cover, inter alia, claims that “could have been

asserted in the Class Action, or that arise out of” the present class action).

According to the claims administrator, Strategic Claims Services,7 the Notice

regarding the class action and proposed settlement was emailed to 74,465 Class

Members and sent via first-class mail to 18,250 Class Members.8 Vieira Decl., ECF 98,

6 However, excluded from release are “any claims that the Class Representative or the

Settlement Class have to the value of their respective vested account balances under the terms

of the Plan and according to the Plan’s records as of the date the Settlement becomes Final.”

Settlement Agreement, ECF 88-1, ¶ 1.40.7.

7 During the preliminary fairness hearing, Class Counsel detailed the qualifications of

the settlement administrator, Strategic Claims Services. Counsel attested that they have worked

with Strategic Claims Services in “the majority [of] these ERISA cases that have settled” and

represented that Strategic Claims Services is capable of adequately managing the administration

of the Plan of Allocation. Prelim. Fairness Hr’g, ECF 91, at 22:13–23:8.

8 Defense counsel provided Strategic Claims Services class data for 92,724 Class

Members. Vieira Decl., ECF 98, ¶ 4. Of these, 75,022 had a valid email address and were initially

emailed the Notice. Id. Of these, 557 bounced back as non-deliverable, whereafter the Notice

¶ 7; see Notice, Ex. A to Vieira Decl., ECF 98, at ECF pp. 5–13. As of April 8, 2026, Class

Members also had access to a toll-free phone line to obtain further information

regarding the Settlement, Viera Decl., ECF 98, ¶ 9, and a website accessible at all times

that contained the “current status of the case, important dates, and downloadable

copies” of (1) the Notice, (2) the Scheduling Order for the final fairness hearing, (3) the

December 22, 2025 Report and Recommendation, (4) the Order adopting the same,

(5) the Settlement Agreement with Exhibits, and (6) the Second Amended Complaint, id.

¶ 10. See Notice, Ex. A to Vieira Decl., ECF 98, at pp. 5–13; see also Mar. 11, 2026 ECF

Scheduling Order; R. & R., ECF 93; Mar. 9, 2026 ECF Order Adopting R. & R.;

Settlement Agreement, ECF 88-1; SAC, ECF 72. The deadline for Class Members to

“object to any part of the Settlement” was June 8, 2026. Notice, Ex. A to Vieira Decl.,

ECF 98, ¶¶ 14, 16; see Vieira Decl., ECF 98, ¶ 11; Mar. 11, 2026 ECF Scheduling Order.

As of May 20, 2026, Strategic Claims Services had received no objections to the

Settlement. Vieira Decl., ECF 98, ¶ 11. As of July 17, 2026, the Court received one

request for exclusion from the class, which was later resolved, as discussed infra note 10.

Obj. Letter, ECF 99; Obj. Resp. Letter, ECF 100; see also Final Fairness Hr’g, ECF 102, at

was sent to these Class Members via first-class mail. Id. ¶ 7. The 17,702 Class Members without

a valid email address were run through the United States Postal Service’s National Change of

Address service, which produced addresses for all but 115 Class Members. Id. ¶¶ 4–5. Of the

115 Class Members for whom neither addresses nor valid email information was available,

“skip-trac[ing]” produced addresses for 101, id. ¶ 5, and defense counsel located addresses for

another five, id. ¶ 6. The Notice was disseminated via first-class mail to the 17,693 Class

Members for whom addresses were found. Id. Of the Notices that were mailed, 1,061 were

returned as undeliverable. Id. ¶ 8. The Postal Service provided forwarding addresses for 14

Class Members, and 806 additional addresses were located via “skip-trac[ing].” Id. In sum, a

total of 241 Class Members could not be reached. See Vieira Decl., ECF 98, ¶ 8 (stating that of

1,061 Notices returned as undeliverable, Strategic Claims Services was able to re-mail notices to

820 Class Members (1,061 – 820 = 241)). At the final fairness hearing, Class Counsel represented

that to the extent the 241 unreachable Class Members have “an active plan account[,] they will

still receive payments.” Final Fairness Hr’g, ECF 102, at 13:4–5; see id. at 14:8–11.

4:25–5:4, 18:7–11 (the parties confirming no objections to the settlement received from

Class Members).

In addition to the payments to the Settlement Class, the settlement agreement

anticipates awarding Class Counsel $916,666.67 in attorneys’ fees, which constitutes

one-third of the settlement fund, and $155,891.08 in expenses. Mem., ECF 96, at 14; see

Billing Records and Expense Records, Ex. A–B to Berin Decl., ECF 97, at ECF pp. 10–13;

see also R. & R., ECF 93, at 16–17. The proposed settlement would also award $10,000

total to Plaintiff Kaila Gonzalez in connection with her representation of the Settlement

Class. Mem., ECF 96, at 14; see also R. & R., ECF 93, at 18–19.

For the reasons set forth below, the Court grants the motion for (1) final

settlement approval; (2) award of attorneys’ fees and expenses; and (3) case contribution

award to Plaintiff.

DISCUSSION

I. Legal Standards

The Second Circuit has expressed a “strong judicial policy in favor of

settlements, particularly in the class action context.” Wal-Mart Stores, Inc. v. Visa U.S.A.,

Inc., 396 F.3d 96, 116–17 (2d Cir. 2005) (quotation marks omitted) (noting that “[t]he

compromise of complex litigation is encouraged by the courts and favored by public

policy” (quotation marks omitted)), superseded on other grounds by Moses v. New York

Times Co., 79 F.4th 235 (2d Cir. 2023). Under Federal Rule of Civil Procedure 23(e), “[t]he

claims, issues, or defenses of . . . a class proposed to be certified for purposes of

settlement[] may be settled, voluntarily dismissed, or compromised only with the

court’s approval.” Fed. R. Civ. P. 23(e); see also In re MetLife Demutualization Litig., 689 F.

Supp. 2d 297, 328–30 (E.D.N.Y. 2010). To approve a class settlement under Rule 23(e),

“the district court must determine that it is ‘fair, adequate, and reasonable, and not a

product of collusion.’” Loc. 1180 v. City of New York, 392 F. Supp. 3d 361, 374 (S.D.N.Y.

2019) (quoting Joel A. v. Giuliani, 218 F.3d 132, 138 (2d Cir. 2000)). In conducting this

inquiry, courts consider the substantive and procedural fairness of a proposed

settlement to determine “whether ‘the terms of the settlement and the negotiation

process leading up to it’ are fair.” In re Facebook, Inc., IPO Sec. & Derivative Litig., 343 F.

Supp. 3d 394, 408 (S.D.N.Y. 2018) (quoting In re Telik, Inc. Sec. Litig., 576 F. Supp. 2d 570,

575 (S.D.N.Y. 2008)), aff’d sub nom. In re Facebook, Inc., 822 F. App’x 40 (2d Cir. 2020)

(summary order); see also D’Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d Cir. 2001) (“The

District Court determines a settlement’s fairness by examining the negotiating process

leading up to the settlement as well as the settlement’s substantive terms.”).

In 2018, Rule 23(e) was revised “to include a list of four ‘primary procedural

considerations and substantive qualities that should always matter’” in the court’s

holistic review of a proposed settlement. Moses, 79 F.4th at 242 (quoting Fed. R. Civ. P.

23(e)(2) advisory committee’s note to 2018 amendment); see also Schutter v. Tarena Int’l,

Inc., No. 21-CV-3502 (PKC) (RML), 2024 WL 4118465, at *6 (E.D.N.Y. Sept. 9, 2024).

These four factors include whether (1) class counsel and representatives adequately

represented the class; (2) the settlement was negotiated at arm’s length; (3) class

members’ relief is adequate, considering the costs, risks, and delay trial and appeal

might pose along with the effectiveness of class notice and attorneys’ fees; and (4) the

settlement treats all class members equitably. Fed. R. Civ. P. 23(e)(2); see also Kurtz v.

Kimberly-Clark Corp., 142 F.4th 112, 117–18 (2d Cir. 2025). The amendments “prohibit

courts from applying a presumption of fairness to proposed settlements arising from an

arms-length agreement” and instead require holistic review, including consideration of

attorney’s fees and incentive awards. Moses, 79 F.4th at 243.

In addition to Rule 23(e)(2)’s amendments, the court should also consider the

nine familiar Grinnell factors:

(1) the complexity, expense and likely duration of the litigation; (2) the

reaction of the class to the settlement; (3) the stage of the proceedings and

the amount of discovery completed; (4) the risks of establishing liability;

(5) the risks of establishing damages; (6) the risks of maintaining the class

action through the trial; (7) the ability of the defendants to withstand a

greater judgment; (8) the range of reasonableness of the settlement fund in

light of the best possible recovery; [and] (9) the range of reasonableness of

the settlement fund to a possible recovery in light of all the attendant risks

of litigation.

City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974) (citations omitted),

abrogated on other grounds by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000);

see Moses, 79 F.4th at 243 (noting that “the revised Rule 23(e)(2) does not displace our

traditional Grinnell factors, which remain a useful framework for considering the

substantive fairness of a settlement”). However, Rule 23(e)(2) also “now mandates

courts to evaluate factors that may not have been highlighted in our prior case law.”

Moses, 79 F.4th at 243. Specifically, the Court must consider two core factors: “the

adequacy of relief provided to a class and the equitable treatment of class members,” in

addition to an assessment of attorney’s fees. Id. at 244.

II. Analysis

In its December 22, 2025 Report and Recommendation, this Court set forth a

detailed analysis of the legal standards under Rule 23 of the Federal Rules of Civil

Procedure and the application of those standards to the facts and circumstances

surrounding this proposed settlement. See R. & R., ECF 93, at 9–22. That analysis is

incorporated by reference into this Memorandum and Order and is repeated only to the

extent necessary to address the pending Motion for Final Approval.

A. Class Certification

“Before approving a class settlement agreement, a district court must first

determine whether the requirements for class certification in Rule 23(a) and (b) have

been satisfied.” In re Am. Int'l Grp., Inc. Sec. Litig., 689 F.3d 229, 238 (2d Cir. 2012). As

noted above, on March 9, 2026, Judge Kovner preliminarily certified the class for the

purposes of settlement under Federal Rule of Civil Procedure 23(a) and (b)(1) by

adopting this Court’s December 22, 2025 Report and Recommendation. Mar. 9, 2026

ECF Order Adopting R. & R.; see R. & R., ECF 93, at 23–28. For the reasons detailed

therein, and because “[n]one of the circumstances that warranted provisional

certification have changed,” the Court now grants final certification for settlement

purposes as well. Mem., ECF 96, at 8; see R. & R., ECF 93, at 23–28.

B. Settlement Approval

As discussed above, a district court’s approval of a class action settlement is

contingent on a finding that the settlement is “fair, reasonable, and adequate,” which is

determined by an evaluation of a settlement’s procedural and substantive fairness. Fed.

R. Civ. P. 23(e)(2); see D’Amato, 236 F.3d at 85; see also Lea v. Tal Educ. Grp., No. 18-CV-

5480 (KHP), 2021 WL 5578665, at *7–8 (S.D.N.Y. Nov. 30, 2021); In re Graña y Montero

S.A.A. Sec. Litig., No. 17-CV-1105 (LDH) (ST), 2021 WL 4173684, at *11 (E.D.N.Y. Aug.

13, 2021).9

9 As noted supra, “Rule 23 also requires the court to consider several criteria — some of

which overlap with the Grinnell factors — that inform whether the settlement is fair, reasonable,

and adequate.” In re Parking Heaters, Antitrust Litig., No. 15-MC-0940 (DLI) (JO), 2019 WL

1. Procedural Fairness

“To evaluate the procedural fairness of a proposed settlement, a court must

expressly consider the two factors under Rules 23(e)(2)(A)–(B): whether ‘the class

representatives and class counsel have adequately represented the class’ and whether

‘the proposal was negotiated at arm’s length.’” Schutter, 2024 WL 4118465, at *7

(quoting Fed. R. Civ. P. 23(e)(2)(A)–(B)); see also Ying v. All-Ways Forwarding of N.Y. Inc.,

No. 20-CV-6242 (ENV) (MMH), 2025 WL 968586, at *6 (E.D.N.Y. Mar. 31, 2025).

This Court’s December 22, 2025 Report and Recommendation set forth the legal

standards for adequacy of representation and arm’s length negotiation and a detailed

analysis of their application to the facts and circumstances of this proposed settlement.

See R. & R., ECF 93, at 9–13. As discussed therein, the record demonstrates that Plaintiff

is well positioned to represent the proposed Settlement Class. First, “‘[a]ll participants

seek the same make-whole relief claimed by the named plaintiff[] for . . . breach of

fiduciary duties.’” Id. at 10 (quoting Becher v. Long Island Lighting Co., 164 F.R.D. 144, 152

(E.D.N.Y. 1996) (internal quotation marks omitted), amended, 172 F.R.D. 28 (E.D.N.Y.

1997)). Second, “Plaintiff actively pursued relief on behalf of the Plan and Settlement

Class since the investigation that led to the commencement of this action.” Mem., ECF

96, at 10; see R. & R., ECF 93, at 10. Third, “Plaintiff’s interests align with those of all

other members of the Settlement Class.” Mem., ECF 96, at 9; see R. & R., ECF 93, at 10.

8137325, at *4 (E.D.N.Y. Aug. 15, 2019), report and recommendation adopted, Sept. 30, 2019 ECF

Order; see also Fed. R. Civ. P. 23(e)(2)(A)–(D). These factors do not displace the Grinnell factors,

but rather “focus the court and the lawyers on the core concerns of procedure and substance

that should guide the decision whether to approve the proposal,” given that “[t]he central

concern in reviewing a proposed class-action settlement is that it be fair, reasonable, and

adequate.” Fed. R. Civ. P. 23(e)(2) advisory committee’s note to 2018 amendment. Accordingly,

in light of the significant overlap between the relevant Second Circuit case law and the Rule

23(e)(2) factors, the Court incorporates the Rule 23 factors into its analysis throughout.

The Court similarly finds that Plaintiff and the class are adequately represented

by Plaintiff’s attorneys (herein referred to as “Class Counsel”). See R. & R., ECF 93, at 11.

Class Counsel have substantial experience litigating and overseeing the administration

of settlements in ERISA fiduciary breach cases. Berin Decl., ECF 88, ¶ 5; Mem., ECF 96,

at 10; see R. & R., ECF 93, at 11. The record also demonstrates that Class Counsel have

made efforts to thoroughly investigate and substantiate the alleged violations. See

R. & R., ECF 93, at 11; Prelim. Fairness Hr’g, ECF 91, at 6:5–7:10; see generally Pl.’s Mem.

in Opp’n to Mot. to Dismiss, ECF 39; Mot. for Leave to Amend, ECF 52; SAC, ECF 72.

Accordingly, the Court finds that Plaintiff is being represented by “qualified,

experienced” legal counsel. Cordes & Co. Fin. Servs., Inc., 502 F.3d 91, 99 (2d Cir. 2007)

(quotation marks omitted).

“A class settlement reached through arm’s-length negotiations between

experienced, capable counsel knowledgeable in complex class litigation is entitled to a

presumption of fairness.” Rosenfeld v. Lenich, No. 18-CV-6720 (NGG) (PK), 2021 WL

508339, at *5 (E.D.N.Y. Feb. 11, 2021) (quotation marks omitted). Likewise, a mediator’s

involvement “in pre-certification settlement negotiations helps to ensure that the

proceedings were free of collusion and undue pressure.” D’Amato, 236 F.3d at 85. As the

proposed settlement was arrived at through private mediation after significant

discovery, Mem., ECF 96, at 10, and given the record and the parties’ representations

during the preliminary fairness hearing, there is no “‘evidence or indicia suggesting

that the negotiations were collusive.’” Gordon v. Vanda Pharm. Inc., No. 19-CV-1108 (FB)

(LB), 2022 WL 4296092, at *4 (E.D.N.Y. Sept. 15, 2022) (quoting Simerlein v. Toyota Motor

Corp., No. 17-CV-1091 (VAB), 2019 WL 1435055, at *13 (D. Conn. Jan. 14, 2019)); see Berin

Decl., ECF 88, ¶ 7; Prelim. Fairness Hr’g, ECF 91, at 6:25–7:10, 11:18–12:10. The Court

therefore finds that the parties’ proposed settlement was the result of arm’s-length

negotiations.

2. Substantive Fairness

For consideration of whether “the relief provided for the class is adequate,” Fed.

R. Civ. P. 23(e)(2)(C), the Court now turns to the Grinnell factors to evaluate the

proposed settlement’s substantive fairness.

a. Complexity, Expense, & Likely Duration of Litigation

Although difficult to predict, the complexity, expense, and likely duration of the

litigation favor the proposed settlement. Courts must assess whether the proposed

settlement “‘results in substantial and tangible present recovery, without the attendant

risk and delay of trial.’” Rosenfeld, 2021 WL 508339, at *5 (quoting In re Payment Card

Interchange Fee & Merchant Discount Antitrust Litig. (“Payment Card”), 330 F.R.D. 11, 36

(E.D.N.Y. 2019)).

This case has already been pending for more than six years. Plaintiff represents

that without approval of the settlement agreement, “contentious motion practice and a

complex trial” would proceed. Mem., ECF 96, at 12. As to complexity, Plaintiff contends

that “ERISA breach of fiduciary duty actions are difficult to prosecute” as they “‘involve

a complex and rapidly evolving area of law’” in which “[n]ew case theories are

frequently filed and evolving precedents are frequently issued.” Id. (quoting In re

Schering-Plough Corp. Enhance ERISA Litig., No. 08-1432 (DMC) (JAD), 2012 WL 1964451,

at *5 (D.N.J. May 31, 2012)); see Final Fairness Hr’g, ECF 102, at 15:21–16:23. The parties

agree that litigation would be extremely costly and time intensive. See Prelim. Fairness

Hr’g, ECF 91, at 8:17–21, 19:6–20:12; Final Fairness Hr’g, ECF 102, at 25:14–24. In short,

the record amply establishes that further litigation would be complex, expensive, and

very time consuming. Accordingly, this Grinnell factor, in addition to Federal Rule of

Civil Procedure 23(e)(2)(C)(i), favors settlement approval.

b. Reaction of the Class to the Settlement

The reaction of the class also favors the proposed settlement. As the Second

Circuit has noted, if “only a small number of objections are received, that fact can be

viewed as indicative of the adequacy of the settlement.” Wal-Mart Stores, 396 F.3d at 118

(quotation marks omitted); see also In re Luxottica Grp. S.p.A. Sec. Litig., 233 F.R.D. 306,

312 (E.D.N.Y. 2006); Newberg & Rubenstein on Class Actions § 13:58 (6th ed. June 2026

update). To date, as mentioned supra, of the 92,724 Class Members, only 241 could not

be reached. Vieira Decl., ECF 98, ¶¶ 4, 8; see also supra note 8. In addition, a website and

toll-free number were created for this specific class settlement. Vieira Decl., ECF 98,

¶¶ 9–10. Class members had until June 8, 2026, to object to the settlement, Notice, Ex. A

to Vieira Decl., ECF 98, ¶ 16, and as of the July 17, 2026 final fairness hearing, there were

no objections and only one request for exclusion, which was later resolved. See Obj.

Letter, ECF 99; Obj. Resp. Letter, ECF 100; see also Final Fairness Hr’g, ECF 102, at 4:25–

5:4, 18:7–11.10 Given the robust notice procedures and only one now-moot request for

exclusion to the proposed settlement, the Court concludes that this factor favors

settlement approval.

10 As detailed in the objector’s letter, the objector raised a concern regarding her

inclusion in the settlement class because her “participation would be in direct conflict with a

pre-existing contractual agreement,” namely, a severance agreement with Defendant Northwell.

Obj. Letter, ECF 99. However, as detailed in the parties’ response to the objector’s letter, “[t]he

parties have conferred, and Northwell Health, Inc. has represented that [the objector]’s

participation in the settlement will not conflict with her obligations under her severance

agreement.” Obj. Resp. Letter, ECF 100. Accordingly, Defendant Northwell “will not consider

[the objector’s] participation in the settlement to be a breach of her severance agreement,” and

she “will be entitled to whatever settlement proceeds are due to her under the Plan of

Allocation.” Id.; see Final Fairness Hr’g, ECF 102, at 8:12–16. The Court therefore finds any issues

raised by the objector moot.

c. Stage of the Proceedings & the Amount of Discovery Completed

For this factor to favor settlement, courts must ensure that the parties have

conducted a factual investigation sufficient to evaluate the proposed settlement and

confirm that pretrial negotiations were adequately adversarial. See Plummer v. Chem.

Bank, 668 F.2d 654, 660 (2d Cir. 1982); In re Austrian & German Bank Holocaust Litig., 80 F.

Supp. 2d 164, 176 (S.D.N.Y. 2000), aff’d sub nom. D’Amato, 236 F.3d at 78. Although the

parties did not engage in much formal discovery, the record demonstrates that

Plaintiff’s counsel have thoroughly investigated the strengths and weaknesses of the

claims and conducted extensive research in responding to the two motions to dismiss

and filing of the two amended complaints. See Pl.’s Mem. in Opp’n to Mot. to Dismiss,

ECF 20; Am. Compl., ECF 30; Pl.’s Mem. in Opp’n to Mot. to Dismiss, ECF 39; SAC, ECF

72; see also July 22, 2024 ECF Min. Entry & Order (setting a discovery schedule); Oct. 1,

2024 ECF Order (noting that the parties engaged in discovery). Therefore, because the

Court finds that counsel had sufficient information “to appreciate the merits of the

case,” this factor favors approval of the settlement. Burns v. FalconStor Software, Inc.,

Nos. 10-CV-4572 (ERK) (CLP), 10-CV-4632 (ERK) (CLP), 2014 WL 12917621, at *5

(E.D.N.Y. Apr. 11, 2014), report and recommendation adopted, May 8, 2024 ECF Order

Adopting R. & R. in No. 10-CV-4572 (ERK) (CLP); see also Lea, 2021 WL 5578665, at *9.

d. Risks of Establishing Liability

When considering the risks of proceeding to the merits, “the Court need not

adjudicate the disputed issues or decide unsettled questions; rather, ‘the Court need

only assess the risks of litigation against the certainty of recovery under the proposed

settlement.’” In re Graña y Montero S.A.A. Sec. Litig., 2021 WL 4173684, at *13 (quoting In

re Glob. Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 459 (S.D.N.Y. 2004)). Here, Plaintiff

“face[s] substantial risks in establishing liability.” Id. The motion practice in this case

demonstrates the risks Plaintiff faces in establishing liability. In response to Original

Defendants’11 first motion to dismiss, Judge Kovner granted Plaintiff leave to amend her

complaint. Aug. 9, 2021 ECF Min. Entry & Order; see Am. Compl., ECF 30. Thereafter,

Judge Kovner granted Original Defendants’ motion to dismiss Plaintiff’s Amended

Complaint, finding that “Plaintiff’s imprudent-retention and excessive-fee claims, and

her derivative and other related claims” failed to state a claim. Mem. & Order, ECF 51;

see also Defs.’ Mem. in Supp. of Mot. to Dismiss, ECF 36; Pl.’s Mem. in Opp’n to Mot. to

Dismiss, ECF 39; Defs.’ Reply, ECF 40. In response, Plaintiff moved for leave to amend

on October 31, 2022, which was granted on March 26, 2024. See Pl.’s Mot. for Leave, ECF

52; Mem. & Order, ECF 71. Original Defendants did not move to dismiss Plaintiff’s

Second Amended Complaint, instead proceeding with an answer and settlement

discussions. Answer, ECF 74; Status Report, ECF 80. However, Plaintiff’s counsel notes

that, to prevail on her amended complaint, “Plaintiff would need to establish that

Defendant’s investment and fee monitoring processes were deficient” and that any

affirmative defenses asserted by Defendant would likely lead to “further dispositive

motions, significant competing expert testimony, and other pre-trial motion practice

concerning evidentiary and other issues.” Mem., ECF 96, at 13. Plaintiff’s counsel

further contends, as noted supra, that ERISA breach of fiduciary duty actions “‘involve a

complex and rapidly evolving area of law’” and are difficult to prosecute. Mem., ECF

96, at 12 (quoting In re Schering-Plough Corp. Enhance ERISA Litig., 2012 WL 1964451, at

*5). In addition, counsel notes that there is also a risk that Plaintiff would not be able to

11 Defendants Northwell Health 403(b) Plan Committee and Does No. 1–10 were not

dismissed until Judge Kovner’s October 16, 2024 Order granting the parties’ joint stipulation.

Oct. 21, 2024 Order Dismissing Parties; see Stipulation, ECF 81.

maintain “this Action as a class action through trial.” Id. at 13; see Final Fairness Hr’g,

ECF 102, at 25:14–24.

For all of these reasons, the Court finds that the $2,750,000 proposed settlement

eliminates substantial risks Plaintiff would face in establishing Defendant’s liability and

favors the motion for final settlement approval. See In re Austrian & German Bank

Holocaust Litig., 80 F. Supp. 2d at 177; see also Massiah v. MetroPlus Health Plan, Inc., No.

11-CV-5669 (BMC), 2012 WL 5874655, at *4 (E.D.N.Y. Nov. 20, 2012) (explaining that

“[o]ne purpose of a settlement is to avoid the uncertainty of a trial on the merits”); Fed.

R. Civ. P. 23(e)(2)(C)(i).

e. Risks of Establishing Damages

Plaintiff also faces substantial risks in proving significant damages. Class

Counsel notes that “Defendant would doubtless argue for more conservative figures or

interest rates to reduce the damages calculation.” Mem., ECF 96, at 17. Counsel

concedes that should Plaintiff establish liability at trial, there remains “a substantial risk

that a factfinder could accept Defendant’s damages arguments and award less than the

funds secured by the Settlement, or nothing at all.” Id. at 13. Moreover, “because

continued litigation increases expenses, it could result in a smaller ultimate recovery to

the Settlement Class.” Id.

In light of these risks, the Court finds this factor also favors settlement. See

Mikhlin v. Oasmia Pharm. AB, No. 19-CV-4349 (NGG) (RER), 2021 WL 1259559, at *6

(E.D.N.Y. Jan. 6, 2021) (noting that where “[b]oth parties would present expert

testimony on the issue of damages,” it is “‘virtually impossible to predict’ which side’s

testimony would be found more credible, as well as ‘which damages would be found to

have been caused by actionable, rather than the myriad nonactionable factors such as

general market conditions’” (quoting Strougo v. Bassini, 258 F. Supp. 2d 254, 259–60

(S.D.N.Y. 2003))); see also Fed. R. Civ. P. 23(e)(2)(C)(i).

f. Risks of Maintaining a Class Action Through Trial

“Courts generally acknowledge that a contested motion to certify a class would

pose at least some increased risk that class certification might be denied.” Mikhlin, 2021

WL 1259559, at *6 (citing Payment Card, 330 F.R.D. at 39–40). Here, where the parties

stipulated to class certification for the purpose of settlement, “[t]he risks attendant to

certifying a class and defending any decertification motion supports approval of the

settlement.” Lea, 2021 WL 5578665, at *10 (citing Garland v. Cohen & Krassner, No. 08-CV-

4626 (KAM) (RLM), 2011 WL 6010211, at *8 (E.D.N.Y. Nov. 29, 2011)); see also In re

Facebook, Inc. IPO Sec. & Derivative Litig., No. 12-MD-2389 (RWS), 2015 WL 6971424, at *5

(S.D.N.Y. Nov. 9, 2015) (“The risk of maintaining a class throughout this long and

protracted litigation weighs in favor of settlement approval.”).

g. Ability of Defendant to Withstand a Greater Judgment

“This factor stands for the proposition that if a defendant could not withstand a

greater judgment than what is provided for in the settlement, then the settlement is

more likely to be reasonable, fair, and adequate.” In re Graña y Montero S.A.A. Sec. Litig.,

2021 WL 4173684, at *14. As to this factor, neither party has claimed that the proposed

settlement amount approaches the upper limit of Defendant’s ability to pay. See Prelim.

Fairness Hr’g, ECF 91, at 34:17–35:24. As Plaintiff notes, however, “‘against the weight

of the remaining factors, this fact alone does not undermine the reasonableness’” of a

settlement. Mem., ECF 96, at 16 (quoting In re GSE Bonds Antitrust Litig., 414 F. Supp. 3d

686, 696 (S.D.N.Y. 2019) (internal quotation marks omitted)); see Davis v. J.P. Morgan

Chase & Co., 827 F. Supp. 2d 172, 178 (W.D.N.Y. 2011) (“It is more important to assess

the judgment in light of plaintiffs’ claims and the other factors . . . .”). Rather, “[t]his

factor must be weighed in conjunction” with the others. In re AOL Time Warner, Inc., No.

02-CV-5575 (SWK), 2006 WL 903236, at *12 (S.D.N.Y. Apr. 6, 2006). Accordingly, as this

Court previously concluded, although the proposed $2,750,000 settlement may be less

than Defendant’s theoretical capacity to pay, the Court finds that this factor does not

preclude final settlement approval given that the settlement amount represents a

substantial percentage of the estimated damages, as discussed infra with respect to the

final two Grinnell factors. See R. & R., ECF 93, at 20.

h. Range of Reasonableness of the Settlement Fund in Light of the Best

Possible Recovery and in Light of All Attendant Risks of Litigation

These final two Grinnell factors “are often combined for the purposes of

analysis.” Payment Card, 330 F.R.D. at 47–48. “In considering the reasonableness of the

settlement fund, a court must compare the terms of the compromise with the likely

rewards of litigation.” Id. at 48 (quotation marks omitted); see also Fed. R. Civ. P.

23(e)(2)(C)(i). “[S]ettlements have been approved as reasonable where the settlement

provides a ‘meaningful benefit’ to the class.” Burns, 2014 WL 12917621, at *5 (quoting In

re MetLife Demutualization Litig., 689 F. Supp. 2d at 340).

Here, the $2,750,000 settlement represents approximately 49 to 70% of Plaintiff’s

“best possible outcome” after trial, “depending on the methodology and assumptions

employed and when brought to present value by applying a reasonable interest rate,”

Mem., ECF 96, at 18; see Prelim. Fairness Hr’g, ECF 91, at 15:9–16.12 However, Plaintiff’s

12 Plaintiff and Class Counsel estimated a best possible recovery of between $10 million

and $13 million “assuming liability was found for all claims” but determined that Plaintiff’s

estimated best possible recovery assumes total success of Plaintiff’s imprudent-

retention claim in “contentious motion practice and a complex trial,” id. at 12, and that a

factfinder would not be persuaded by Defendant’s arguments for “more conservative

figures or interest rates” to award lesser or no damages, id. at 17.

Based on the substantial litigation risks discussed above, because the settlement

is reasonably calculated to compensate the Settlement Class Members for their injuries,

and in light of the fact that the settlement here was reached with the assistance of an

experienced mediator, the Court concludes that the settlement amount is within a

reasonable range. See Grinnell, 495 F.2d at 455 n.2 (“[T]here is no reason, at least in

theory, why a satisfactory settlement could not amount to a hundredth or even a

thousandth part of a single percent of the potential recovery.”); see also In re Bear Stearns

Cos., Inc. Sec., Derivative, & ERISA Litig., 909 F. Supp. 2d 259, 270 (S.D.N.Y. 2012) (“It is

well-settled that a cash settlement amounting to only a fraction of the potential recovery

will not per se render the settlement inadequate or unfair.” (quotation marks omitted));

In re Initial Pub. Offering Sec. Litig., 671 F. Supp. 2d 467, 483 (S.D.N.Y. 2009) (approving

$586 million settlement that represented only two percent of aggregate expected

recovery).

3. Allocation of Settlement Fund

The method of distributing relief and processing class member claims also

supports approving the settlement. See Fed. R. Civ. P. 23(e)(2)(C)(ii). Like the settlement

chances of proving liability were greater for the imprudent-retention claim than for her

recordkeeping claim. Berin Decl., ECF 97, ¶ 5. This resulted in a “realistically recoverable

damages” estimate of between $3.9 million and $5.6 million, and the corresponding calculation

that the settlement represents approximately 49 to 70% of Plaintiff’s “best possible recovery”

after trial. Id.; see Prelim. Fairness Hr’g, ECF 91, at 15:15; Final Fairness Hr’g, ECF 102, at 19:23–

20:6.

agreement itself, the plan of allocation “must also be fair and reasonable.” In re Luxottica

Grp. S.p.A. Sec. Litig., 233 F.R.D. at 316; see also In re Citigroup Inc. Bond Litig., 296 F.R.D.

147, 158 (S.D.N.Y. 2013) (“When formulated by competent and experienced counsel, a

plan for allocation of net settlement proceeds need have only a reasonable, rational

basis.” (quotation marks omitted)). Furthermore, a proposed “‘claims processing

method should deter or defeat unjustified claims, but the court should be alert to

whether the claims process is unduly demanding.’” Payment Card, 330 F.R.D. at 40

(quoting Fed. R. Civ. P. 23 advisory committee’s note to 2018 amendment). Here, the

Court incorporates the discussion in its December 22, 2025 Report and

Recommendation and finds that the method for processing settlement class members’

claims and distributing the net settlement fund to eligible claimants includes well

established, effective procedures, and was reviewed by an Independent Fiduciary and

is thus “fair and reasonable.” In re Luxottica Grp. S.p.A. Sec. Litig., 233 F.R.D. at 316; see

R. & R., ECF 93, at 15–16; see generally Indep. Fiduciary Rep., App’x A to Berin Decl.,

ECF 97, at ECF pp. 15–28.

4. Identification of Other Agreements

Federal Rule of Civil Procedure 23(e) requires the Court to take into account “any

agreement made in connection with” the proposed settlement. Fed. R. Civ. P.

23(e)(2)(C)(iv), (e)(3). Here, Class Counsel represent that they “are not aware of any

agreements required to be disclosed under Rule 23(e)(3).” Mem., ECF 96, at 15. The

parties further confirmed at the preliminary fairness hearing and final fairness hearing

that there are no other agreements amongst the parties. Prelim. Fairness Hr’g, ECF 91,

at 32:24–33:13; Final Fairness Hr’g, ECF 102, at 25:3–8. Accordingly, this factor weighs in

favor of final approval of the settlement.

C. Attorneys’ Fees and Costs & Plaintiff’s Award

The Court must also consider “the terms of any proposed award of attorney’s

fees.” Fed. R. Civ. P. 23(e)(2)(C)(iii). Here, Class Counsel seek an attorneys’ fee award of

$916,666.67, which equals one-third of the settlement amount, along with $155,891.08 in

costs. See Mem., ECF 96, at 14, 20. Class Counsel contend that these amounts are

warranted based upon the risks involved in the litigation, the quality of counsel, and

the fees granted in similar class action litigations. See generally id. In addition, Class

Counsel seek a $10,000 award for the named Plaintiff. See id. at 14; Berin Decl., ECF 97,

¶ 18. Having reviewed the documents submitted by counsel in support of their

requests, including attorney declarations, billing records, and invoice summaries for the

claimed costs, the Court finds that attorneys’ fees totaling $916,666.67, $155,891.08 in

costs, and $10,000 for the named Plaintiff are reasonable and therefore approves the

requested fees, costs, and award.13

13 Federal Rule of Civil Procedure 23(e)(2)(C)(iii) also requires courts to consider the

“timing of payment” for “any proposed award of attorney’s fees.” Fed. R. Civ. P. 23(e)(2)(C)(iii).

Here, the parties’ settlement agreement states that “money from the Qualified Settlement Fund”

shall be disbursed “[f]or Attorneys’ Fees and Costs” and “[f]or Class Representative’s Case

Contribution Award, as approved by the Court, and no later than thirty-five (35) business days

following the Settlement Effective Date.” Settlement Agreement, ECF 88-1, ¶¶ 5.2.1–5.2.2; id.

¶ 1.50 (defining the Settlement Effective Date as the date on which the “Final Approval Order is

Final”). Upon the Settlement Effective Date, and following the payment of attorneys’ fees and

costs and Plaintiff’s contribution award, “Class Counsel shall direct . . . [the] disburse[ment of]

the Net Settlement Amount as provided by this Settlement Agreement and the Plan of

Allocation” to the Class Members. Id. ¶ 5.3; see id. ¶ 5.2.4; Plan of Allocation, Ex. B to Settlement

Agreement, ECF 88-1, at ECF pp. 41–46. While courts in this circuit have found “quick-pay”

provisions (wherein attorneys’ fees are paid prior to the distribution of settlement funds to the

class members) to be objectionable in certain cases, see, e.g., Hart v. BHH, LLC, 334 F.R.D. 74, 77–

78 (S.D.N.Y. 2020), the Court does not find such an arrangement to be problematic here. “While

it may not be appropriate in every instance for a court to approve payment of attorney’s fees

1. Attorneys’ Fees

When determining appropriate counsel fees in class actions, courts generally use

“the lodestar method or award[] fees based on a percentage of the settlement fund.” In

re Parking Heaters, Antitrust Litig., No. 15-MC-0940 (DLI) (JO), 2019 WL 8137325, at *6

(E.D.N.Y. Aug. 15, 2019) (citing Cohan v. Columbia Sussex Mgmt., LLC, No. 12-CV-3203

(AKT), 2018 WL 4861391, at *1 (E.D.N.Y. Sept. 28, 2018) (citing Goldberger, 209 F.3d at

47)), report and recommendation adopted, Sept. 30, 2019 ECF Order. The “lodestar method”

multiplies a reasonable number of hours spent on the case by a reasonable hourly rate,

whereas the “common fund method calculates the fee amount as a percentage of the”

total award. Id. (citing Cohan, 2018 WL 4861391, at *1 (citing McDaniel v. County of

Schenectady, 595 F.3d 411, 417–22 (2d Cir. 2010))). Courts using the percentage of the

fund method, which is the “trend in this Circuit,” will also “cross-check the percentage

fee against counsel’s ‘lodestar’ amount of hourly rate multiplied by hours spent.” In re

Facebook, Inc. IPO Sec. & Derivative Litig., 2015 WL 6971424, at *9 (citing Wal-Mart Stores,

396 F.3d at 121; In re Giant Interactive Grp., Inc. Sec. Litig., 279 F.R.D. 151, 163 (S.D.N.Y.

2011) (quotation marks omitted)). Under either method, courts will also consider the

following Goldberger factors: “(1) the time and labor expended by counsel; (2) the

magnitude and complexities of the litigation; (3) the risk of the litigation; (4) the quality

of representation; (5) the requested fee in relation to the settlement; and (6) public policy

prior to the distribution of settlement funds among class members, . . . in this case the terms of

the proposed award adequately protect the class’s interests” because (1) the Settlement

Administrator is tasked with distributing the fund to approved claimants, not counsel; and

(2)the Court will retain jurisdiction over any disputes arising out of the implementation of the

settlement agreement. Mikhlin, 2021 WL 1259559, at *7; see Settlement Agreement, ECF 88-1,

¶¶ 1.46, 14.11. Accordingly, while the timing of the award of attorneys’ fees does not necessarily

“bolster the case for . . . approval, it also does not undercut th[e] case where, as here, the

majority of other factors weigh significantly in its favor.” Id.

considerations.” In re Parking Heaters, Antitrust Litig., 2019 WL 8137325, at *7 (citing

Goldberger, 209 F.3d at 50); see also Burns, 2014 WL 12917621, at *8 (same).

As discussed, counsel seeks one-third of the settlement fund, or $916,666.67.

Mem., ECF 96, at 14, 20. This amount constitutes approximately 68% of counsel’s

aggregate lodestar amount, which is $1,342,370 billed for 2,043.70 hours worked.14 Id. at

21; see Billing Records, Ex. A to Berin Decl., ECF 97, at ECF p. 11. Analyzing this

requested award against the Goldberger factors and cross-checking it against the lodestar

both favor approval of the requested fees.

a. Goldberger Factors

As to the first and second Goldberger factors, the time and labor expended by

Class Counsel in this case is reasonable considering the duration and complexity of the

litigation, which has been proceeding for over six years, required litigating two motions

to dismiss, and included settlement negotiations with the assistance of a professional

mediator. See Mem., ECF 96, at 2–3. This case involves complex questions concerning

liability and damages that would have required the introduction of difficult-to-obtain

documentary and deposition evidence, as well as significant reliance on experts. See

Mem., ECF 96, at 12–14. Moreover, the claimed time is supported by Class Counsel’s

declaration and corresponding billing records. See Berin Decl., ECF 97, ¶¶ 8–17; Billing

Records and Expense Records, Ex. A–B to Berin Decl., ECF 97; see also In re Marsh ERISA

Litig., 265 F.R.D. 128, 147–48 (S.D.N.Y. 2010).

14 Class Counsel’s aggregate lodestar is calculated by multiplying 2,043.70 hours worked

by the attorney billing rates. See Billing Records, Ex. A to Berin Decl., ECF 97, at ECF p. 11.

Although counsel’s hourly rates are higher than those normally awarded in the Eastern District

of New York, the lodestar cross-check supports counsel’s fee award overall. See Rubin v. HSBC

Bank USA, NA, 763 F. Supp. 3d 233, 243–44 (E.D.N.Y. 2025) (setting forum rates).

The third factor, the risk of litigation, which is “often cited as the . . . most

important[] Goldberger factor,” weighs in favor of approving the requested fee, as

“[c]lass counsel undertook this litigation on a contingent basis and have received no

payment for their work” in the over six years this case has been pending. Lea, 2021 WL

5578665, at *12 (citing In re MetLife Demutualization Litig., 689 F. Supp. 2d at 361;

Goldberger, 209 F.3d at 54); see Berin Decl., ECF 97, ¶ 11. Indeed, Plaintiff’s counsel notes

that “[f]rom the outset, [they] understood that they were embarking on a complex,

expensive, and lengthy litigation with no guarantee of ever being compensated.” Berin

Decl., ECF 97, ¶ 11. As discussed above, the litigation risk with respect to both liability

and damages is significant “given the complexity of the issues and vigorous defense,”

Mem., ECF 96, at 22, which will increase costs and result in smaller ultimate recovery to

Plaintiff and the Settlement Class if litigation continues, id. at 13.

With respect to the fourth factor, as noted above, Class Counsel possess

substantial experience litigating ERISA class action cases and have provided quality

representation to Plaintiff and the putative class by, among other things, litigating this

case for over six years and successfully negotiating a settlement. See, e.g., Berin Decl.,

ECF 97, ¶ 15; Mem., ECF 96, at 22–23; R. & R., ECF 93, at 11, 32.

In analyzing the fifth factor, the Court notes that the requested one-third fee

constitutes a proportion routinely approved as reasonable, and no opposition to the

request has been advanced by the Settlement Class Members. See, e.g., In re Payment

Card Interchange Fee & Merchant Discount Antitrust Litig., 991 F. Supp. 2d 437, 445

(E.D.N.Y. 2014) (“[I]t is very common to see 33% contingency fees in cases with funds of

less than $10 million . . . .”); see also Burns, 2014 WL 12917621, at *10.

Finally, public policy considerations also favor approval of the requested fee

amount. See Wal-Mart Stores, 396 F.3d at 116 (recognizing the “strong judicial policy in

favor of settlements, particularly in the class action context”); see also Mem., ECF 96, at

23–24.

b. Lodestar Cross-Check

The requested fees are also reasonable under the lodestar method. As of the date

the final approval motion and accompanying declaration were filed, Class Counsel

represented that they had spent 2,043.70 total hours litigating this case, producing an

aggregate lodestar amount of $1,342,370 when multiplied by counsel and staff’s hourly

billing rates. Billing Records, Ex. A to Berin Decl., ECF 97, at ECF p. 11. Counsel’s

lodestar equals approximately 146% of counsel’s total requested fee. This calculation

results in a lodestar multiplier of 0.68, which is well within the “range of multipliers

awarded by courts in this District and throughout the country.” Berin Decl., ECF 97,

¶ 13; see also Wal-Mart Stores, 396 F.3d at 123 (upholding a multiplier of 3.5 as reasonable

on appeal); Burns, 2014 WL 12917621, at *10 (holding a fee award of 33.3% as reasonable

based on cross-check multiplier of 4.75); In re NASDAQ Mkt.-Makers Antitrust Litig., 187

F.R.D. 465, 489 (S.D.N.Y. 1988) (upholding a multiplier of 3.97 as reasonable).

The Court notes, however, that Class Counsel’s billing records reflect hourly

rates that exceed those normally approved in this district for similar services.15 See In re

KeySpan Corp. Sec. Litig., No. 01-CV-5852 (ARR), 2005 WL 3093399, at *14 (E.D.N.Y. Sept.

30, 2005) (“The reasonable hourly rates should be based on the rates ‘prevailing in the

community for similar services of lawyers of reasonably comparable skill, experience,

and reputation.’” (quoting Cruz v. Local Union No. 3, 34 F.3d 1148, 1159 (2d Cir. 1994)

15 Miller Shah LLP lists an hourly rate of $275 to $375 for paralegals, $350 to $375 for

project analysts, and $700 for research directors; additionally, the firm lists rates of $400 for law

clerks, $625 to $650 for associates, $725 for senior counsel; and $875 to $1,400 for partners. See

Billing Records, Ex. A to Berin Decl., ECF 97, at ECF p. 11.

(internal quotation marks omitted))); Rosenfeld, 2022 WL 2093028, at *4 (approving

hourly rates ranging from $225 to $900, which are “regularly accepted in this Circuit” as

“well within the range of reasonableness” in a large class action settlement); Everetts v.

Pers. Touch Holding Corp., No. 21-CV-2061 (JMA) (ARL), 2025 WL 942800, at *5 (E.D.N.Y.

Mar. 28, 2025) (noting that recent cases have approved awards ranging from $100 per

hour for paralegals to up to $630 per hour for partners). However, even applying

heavily reduced hourly rates to the number of hours reflected in the fee motion, a

reasonable aggregate lodestar is $681,867.50, which amounts to 74% of the requested fee

amount and would produce a lodestar multiplier of approximately 1.34 relative to the

requested fee amount.16

Even at this reduced amount, the multiplier is lower than those typically deemed

reasonable in ERISA class actions in this Circuit. In re Glob. Crossing Sec. & ERISA Litig.,

225 F.R.D. at 469 (finding lodestar multiplier of approximately 2.6 reasonable); In re

Marsh ERISA Litig., 265 F.R.D. at 149 (collecting cases); see also Roberts v. Genting New

York LLC, 821 F. Supp. 3d 340, 358 (E.D.N.Y. 2026) (finding the “lodestar multiplier to be

reasonable, as it falls within the range of a multiplier between 1 to 4 that courts typically

approve in class actions”) (collecting cases). Moreover, counsel will expend additional

time on this litigation following the adjudication of this motion, which will increase any

lodestar calculations and decrease the lodestar multiplier. Berin Decl., ECF 97, ¶ 13.

Accordingly, the lodestar cross-check also favors approval of the amount of fees

awarded in the settlement.

16 The Court calculated this reduced lodestar by multiplying the hours spent on the

litigation by hourly rates that courts in this district find reasonable, i.e., $600 for partners, $450

for attorneys who hold the position of counsel, $300 for associates and research directors, $125

for paralegals, law clerks, and project analysts. See Rubin, 763 F. Supp. 3d at 243–44.

In light of the foregoing, the Court approves Class Counsel’s request for

attorneys’ fees in the amount of one-third of the settlement fund, or $916,666.67.

2. Attorneys’ Expenses

“The Court may award counsel reasonable out-of-pocket expenses that were

necessary to successfully litigate and resolve the action.” Burns, 2014 WL 12917621, at

*11 (citing In re MetLife Demutualization Litig., 689 F. Supp. 2d at 363–64; In re Glob.

Crossing Sec. & ERISA Litig., 225 F.R.D. at 468). Class Counsel requests reimbursement

in the amount of $155,891.08 for expenses incurred while prosecuting this action.17

Mem., ECF 96, at 14, 20; Expense Records, Ex. B to Berin Decl., ECF 97, at ECF p. 13. At

the final fairness hearing, Class Counsel represented that the case “involved a lot of

financial analysis of the [P]lan,” which required experts to prepare and refine analyses

throughout the course of the litigation. Final Fairness Hr’g, ECF 102, at 21:10–23:19; see

id. at 26:4–10 (defense counsel representing that “experts play a significant role in

the[se] cases and therefore the expenses tend to be a significant component of the

overall cost” incurred by Class Counsel). As set forth above, the Notice distributed to

class members included information about these expected costs, and there have been no

objections to the proposed settlement. See Notice, Ex. A to Vieira Decl., ECF 98, at ECF

p. 9.

Having reviewed counsel’s declaration, and given the complexity of the

underlying claims and settlement administration, as well as the fact that the Notice

17 The $155,891.08 in costs is comprised of (1) $3,296.80 in computer research, access, and

database expenses; (2) $128,343.50 in expenses related to experts and investigators; (3) $1,155.00

in filing, service, and process fees; (4) $3,147.60 in internal copying and printing costs;

(5) $19,000.00 in mediation expenses; (6) $561.78 in postage and delivery; and (7) $386.40 in

telephone costs. Expense Records, Ex. B to Berin Decl., ECF 97, at ECF p. 13.

distributed to Class Members noted the exclusion of Court-approved costs from the

settlement fund, the Court finds that the claimed costs were, on the whole, reasonably

expended and that they should be paid for from the settlement fund. See Expense

Records, Ex. B to Berin Decl., ECF 97, at ECF p. 13; Notice, Ex. A to Vieira Decl., ECF 98,

at ECF p. 9. Accordingly, the Court approves the request for an award of attorneys’

expenses in the amount of $155,891.08.

3. Plaintiff’s Award

“Incentive awards are common in class action cases and are important to

compensate plaintiffs for the time and effort expended in assisting the prosecution of

the litigation, the risks incurred by becoming and continuing as a litigant, and any other

burdens sustained by plaintiffs.” In re Parking Heaters, Antitrust Litig., 2019 WL 8137325,

at *8 (quotation marks omitted); see also Hernandez v. Immortal Rise, Inc., 306 F.R.D. 91,

101 (E.D.N.Y. 2015).

Here, the named Plaintiff seeks an award of $10,000 in connection with her

representation of the Settlement Class. Mem., ECF 96, at 24–25. Class Counsel has

detailed the named Plaintiff’s efforts in this action since it was initiated more than six

years ago. In addition to lending her name to the case caption, Plaintiff participated in

monthly conferences “throughout the duration of the litigation” and was “the only

person” who was able to provide discovery documents and information used to

“evaluate . . . and proceed with” the claim. Final Fairness Hr’g, ECF 102, at 26:19–27:17;

see also Berin Decl., ECF 97, ¶¶ 18–20. The incentive award requested in this case is in

line with others that have been awarded in the Second Circuit. See, e.g., Lea, 2021 WL

5578665, at *13 (awarding $7,500 to two lead plaintiffs); Kindle v. Dejana, 308 F. Supp. 3d

698, 718 (E.D.N.Y. 2018) (approving award of $10,000 to a named plaintiff and collecting

cases). Given Plaintiff's substantial contributions in this case, the Court approves the

application for an incentive award of $10,000 to Ms. Gonzalez.

CONCLUSION

For the foregoing reasons, the Court grants Plaintiff's motion for final settlement

approval, attorneys’ fees and expense reimbursement, and incentive award to Plaintiff.

See Mot., ECF 95. The Court also enters the attached final approval order.

SO ORDERED.

Dated: Brooklyn, New York

August 12, 2026 __

TABAN A. MERKLE

UNITED STATES MAGISTRATE JUDGE

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