Tax Talks

The Proskauer Tax Blog

Category Archives: Executive Compensation

Subscribe to Executive Compensation RSS Feed

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to provide assistance to companies choosing to use statistical sampling in determining their median employee. In the interpretive guidance, the SEC indicated that it would … Continue Reading

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer (PEO), generally the company’s … Continue Reading

IRS Eliminates Requirement to Submit Copy of Section 83(b) Elections with Tax Return

The IRS adopted final regulations that no longer require taxpayers who have made Internal Revenue Code §83(b) elections to attach a copy of the election to their annual federal income tax return. Under §83, restricted stock granted in connection with the performance of services generally becomes taxable as ordinary income compensation when it is no … Continue Reading

IRS Proposes Modifications to Proposed Income Inclusion Regulations under Section 409A

In general, proposed rulemaking issued in December 2008 with respect to income inclusion under Section 409A of the Internal Revenue Code of 1986, as amended (available here) provides that if there is a Section 409A violation in a taxable year, all compensation deferred under the applicable nonqualified deferred compensation arrangement for that taxable year and … Continue Reading

Proposed Section 409A Regulations Would Clarify Separation from Service Analysis in Connection with Change in Status From Employee to Independent Contractor

Pursuant to the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended, a termination of employment generally occurs at such time as the employer and employee reasonably anticipate that the level of services to be performed after such time, whether as an employee or an independent contractor, would permanently decrease … Continue Reading

IRS Releases Proposed Regulations To Clarify Section 409A Provisions

The Internal Revenue Service (IRS) recently issued proposed Treasury Regulations (available here) that would clarify certain provisions of the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The proposed regulations also would expand the anti-abuse provisions of proposed rulemaking issued in December 2008 with respect to income … Continue Reading

Senator Warren Leads Coalition to Expand Scope of Limitations on Executive Compensation Tax Deductions

Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid in excess of $1 million to the chief executive officer and the three other highest compensated officers (other than the chief financial officer) of a public corporation with securities registered under Section 12 of the Exchange Act. However, payments of certain … Continue Reading

Tax Consequences of Compensation Clawback

Executives required to repay compensation as a result of a compensation clawback regulation, provision or policy should be mindful of certain tax consequences to the executive as a result of the repayment. As described below, the tax consequences will be different when repayment occurs in a year subsequent to the year of the original payment … Continue Reading

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these purposes, “covered employees” generally include the company’s CEO and its three most highly compensated executive officers (other than the CEO and CFO) identified … Continue Reading
LexBlog