Performance Based Equity Compensation
Executives at both public and private companies commonly receive performance-based incentives. The objective is to link compensation closely to a firm's financial results. These performance-based incentives can take many...more
As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more
Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...more
On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules...more
With the dawn of the new year, many companies are taking the initial steps that they hope will allow them to meet their financial and strategic goals in 2020 and beyond. Often, one core element of this process is designing a...more
On December 22, 2017, President Trump signed the bill popularly referred to as the “Tax Cuts and Jobs Act” (the “Act”) into law. The Act contains significant changes to Section 162(m) of the Internal Revenue Code that are...more
Proposed US tax reform may impact the deductibility of executive compensation programs and companies should evaluate any potential tax planning opportunities in 2017 and the impact of the proposed changes going forward. ...more
On November 2, 2017, the House Ways and Means Committee unveiled the Tax Cuts and Jobs Act (the “Bill”), which, if enacted, could dramatically impact certain aspects of executive compensation and employee benefit issues. The...more
If enacted, the newly proposed Tax Cuts and Jobs Act would effectively put an end to many of the most widely used forms of executive compensation: - Deferred compensation and stock options would disappear. - Use of...more
The Trump administration’s proposed overhaul of the federal income tax system includes a reduction of the maximum federal corporate income tax rate from 35 percent to 15 percent. If enacted, the proposal — a one-page outline...more
As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more
The WSJ is reporting that the SEC is on the verge (July 1) of proposing clawback rules designed to implement Section 954 of Dodd-Frank, “recovery of erroneously awarded compensation.” Of course, actual implementation could...more
The Securities and Exchange Commission (SEC) recently proposed new and amended disclosure rules to require that reporting companies enhance their executive compensation disclosure by including interactive tables and narrative...more
On April 29, the Securities and Exchange Commission (SEC) issued a release1 that includes proposed rules to implement requirements imposed on the SEC under Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more
In this video clip, Pam Greene discusses the reasons behind the shift to performance-based equity compensation, how it differs from fixed equity compensation, and what executive boards need to consider when structuring...more
Public company incentive plans that are designed to comply with the "performance-based compensation" rules under Section 162(m) of the Internal Revenue Code often include language that permit the exclusion of certain events,...more
On March 31, 2015, the Internal Revenue Service (IRS) published final regulations under Section 162(m) of the Internal Revenue Code (the Code). Code Section 162(m) disallows a deduction by any publicly-held corporation for...more
As we start the New Year, publicly traded corporations should begin reviewing their compensation plans/arrangements to ensure that compensation that is intended to qualify as performance-based compensation satisfies the...more
In This Issue: - Another Perspective - From the Editor - Executive Compensation: It May be Limiting Your Choices - Community Banks Adding Prepaid Products Face New Imperatives - Discharge, Debt Buyers and...more
On February 26, 2014, U.S. Congressman Dave Camp released a comprehensive tax reform proposal that includes several provisions intended to limit or restrict executive compensation. Congressman Camp’s proposal includes the...more